Warranty Obligations
(a) Project Co represents, warrants and covenants that:
(i) the Works shall conform to the requirements of this Project Agreement, Good Industry Practice, Applicable Law and all professional engineering principles generally accepted as standards of the industry in the Province of Ontario;
(ii) the Works shall be free of defects, including design defects, errors and omissions; and
(iii) materials and equipment shall be of good quality and in compliance with this Project Agreement.
(b) During the Warranty Period and subject to Section 11.15(c), Project Co shall promptly, at its sole cost and expense, correct and Make Good all Construction Defects arising in respect of the Works. For greater certainty, Project Co is required to correct and Make Good Construction Defects related to any Product during the applicable Warranty Period despite Project Co having obtained on Contracting Authority’s behalf industry- standard or other equipment warranties in accordance with Section 11.15(f). For all work to correct Construction Defects, the applicable Warranty Period shall be extended for a further two years from the date of the last work completed in respect of such corrective Works. For clarity, any extension of a Warranty Period for the purposes of a correction shall only apply to the relevant Construction Defect and not the Works as a whole.
(c) In addition to the obligation to correct and Make Good Construction Defects during the Warranty Period, Project Co shall at its expense correct and Make Good any Construction Defects that could not reasonably have been ascertained by a competent person in accordance with Good Industry Practice during a visual inspection of the Works (“Construction Latent Defect”), provided Contracting Authority gives Project Co written Notice of the Construction Latent Defect within the time frame applicable to such Construction Latent Defect pursuant to the Limitations Act, 2002 (Ontario).
(d) The warranties described in this Section 11.15 shall cover labour and material, including, the costs of removal and replacement of covering materials. The warranties shall not limit extended warranties on any Product or item of equipment called for elsewhere in the Output Specifications or otherwise provided by any manufacturer of such Product or equipment.
(e) If Project Co fails to correct and Make Good any Construction Defects or Construction Latent Defects in accordance with Sections 11.15(b) and 11.15(c) and in the time period specified in Section 11.16(a) or Section 11.16(b), as applicable, without prejudice to any other right or remedy Contracting Authority may have, Contracting Authority may correct such Construction Defects or Construction Latent Defects at Project Co’s sole cost and expense.
(f) Project Co shall obtain warranties from the manufacturers of each of the Products for the duration(s) and in accordance with the applicable requirements specified in the Output Specifications in the name of and to the benefit of both Project Co and Contracting Authority. Where, in respect of a Product warranty, the Output Specifications do not specify a specific duration and/or other requirements, Project Co shall obtain industry-standard warranties from the applicable manufacturers in the name of and to the benefit of Project Co and Contracting Authority which shall extend no less than two years from the Substantial Completion Date. Each Product warranty shall be issued by the applicable manufacturer and delivered to Project Co no later than 30 days prior to the Substantial Completion Date. Project Co shall ensure that each Product warranty, including any Product warranty extended under this Section 11.15(f), is fully assigned to Contracting Authority, at no cost or expense to Contracting Authority, at the end of the Warranty Period, as such Warranty Period may be extended in accordance with Section 11.15(b).
Maintenance Obligations Local Agency shall maintain and operate the Work constructed under this Agreement at its own cost and expense during their useful life, in a manner satisfactory to the State and FHWA. Local Agency shall conduct such maintenance and operations in accordance with all applicable statutes, ordinances, and regulations pertaining to maintaining such improvements. The State and FHWA may make periodic inspections to verify that such improvements are being adequately maintained.
Surety Obligations No Borrower or Subsidiary is obligated as surety or indemnitor under any bond or other contract that assures payment or performance of any obligation of any Person, except as permitted hereunder.
Guaranty Obligations Unless otherwise specified, the amount of any Guaranty Obligation shall be the lesser of the principal amount of the obligations guaranteed and still outstanding and the maximum amount for which the guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation.
City Obligations a. To operate the Airport as a public airport during the Lease Term, subject to the assurances given by City to the United States Government.
b. To make water, gas and wastewater service available to the Premises property on the same basis as it is made available to all business operating at the Airport. Lessee must promptly pay in full all utility usage charges for water, gas, wastewater, electricity and other utilities supplied to the Premises during the Lease Term as the charges become due and payable.
Third Party Obligations 3.1. The THIRD PARTY shall:-
3.1.1. not divulge the Confidential Information to any party other than as provided for in this Confidentiality Agreement;
3.1.2. use the Confidential Information only for the purposes necessary in providing the services for which he is engaged by the AUTHORITY; and
3.1.3. make no commercial use of the Confidential Information or any part thereof.
3.2. Notwithstanding the foregoing, the THIRD PARTY shall be entitled to make any disclosure required by law of the Confidential Information and shall notify the AUTHORITY of so doing in accordance with the provisions of paragraph 6.
Agency Obligations In consideration of the covenants of BNSF set forth herein and the faithful performance thereof, Agency agrees as follows:
1. Agency must furnish to BNSF plans and specifications for the Project. One electronic set of said plans, together with one copy of calculations, and one copy of specifications in English Units, must be submitted to BNSF for acceptance prior to commencement of any construction. BNSF will give Agency final written acceptance of the plans and specifications. Upon BNSF’s final written acceptance of the plans and specifications, said plans and specifications will become part of this Agreement and are hereby incorporated herein. Any acceptance of the plans and specifications by BNSF shall in no way obligate BNSF in any manner with respect to the finished product design and/or construction. Any acceptance by BNSF shall mean only that the plans and specifications meet the subjective standards of BNSF, and such acceptance by BNSF shall not be deemed to mean that the plans and specifications or construction is structurally sound and appropriate or that such plans and specifications meet applicable regulations, laws, statutes or local ordinances and/or building codes.
2. Agency must make any required application and obtain all required permits and approvals for the construction of the Project.
3. Agency must provide for and maintain minimum vertical and horizontal clearances, as required in Exhibit C and as approved by BNSF as part of the plans and specifications for the Project.
4. Agency must acquire all rights of way necessary for the construction of the Project.
5. Agency must make any and all arrangements, in compliance with BNSF’s Utility Accommodation Manual (xxxx://xxx.xxxx.xxx/communities/faqs/pdf/utility.pdf), for the installation or relocation of wire lines, pipe lines and other facilities owned by private persons, companies, corporations, political subdivisions or public utilities other than BNSF which may be necessary for the construction of the Project..
6. Agency must construct the Project as shown on the attached Exhibit A and do all work (“Agency’s Work”) provided for in the plans and specifications for the Project, except railroad work that will be performed by BNSF hereunder. Agency must furnish all labor, materials, tools and equipment for the performance of Agency’s Work. The principal elements of Agency’s Work are as follows:
Obligations of the Processor 3.1 The Processor undertakes to carry out Data Processing exclusively on the basis of documented instructions from the Controller. If the Processor considers an instruction of the Controller to be unlawful, the Processor shall be entitled to suspend the implementation of the relevant instruction until it is confirmed or amended by the Controller.
3.2 The Processor shall be obliged to treat confidentially any personal data of which it becomes aware in connection with the Data Processing. The Processor shall impose a confidentiality obligation on all persons authorized by it to process the data, unless they are already subject to a statutory duty of confidentiality. The obligation of confidentiality and non-disclosure shall continue to apply after termination of this DPA.
3.3 The Processor shall take all necessary technical and organizational measures within the meaning of Art. 32 of the GDPR. These technical and organizational measures are data security measures to ensure a level of protection appropriate to the risk with regard to confidentiality, integrity, availability and the resilience of the systems. They shall take into account the state of the art, the costs of implementation and the nature, scope and purposes of the processing, as well as the varying likelihood and severity of the risk to the rights and freedoms of natural persons. The technical and organizational measures taken by the Processor are available at xxxxx://xxxx.xx/en/legal in the current version.
3.4 The Processor shall, where possible, support the Controller with appropriate technical and organizational measures to enable the Controller to comply with the data subject rights under Chapter III of the GDPR within the legal time limits and shall provide the Controller with the necessary information to do so upon the Controller's request, provided that the Processor has such information. If a subject submits a request to the Processor to exercise the data subject rights, the Processor shall be obliged to forward the request to the Controller if the request relates to Data Processing by the Controller.
3.5 The Processor shall support the Controller in the performance of the obligations incumbent upon the Controller pursuant to Art. 32 to 36 of the GDPR, which shall include, but not be limited to, the implementation of security measures, the notification of data protection breaches and, where applicable, the preparation of a data protection impact assessment.
3.6 The Processor shall delete the personal data of the Data Processing after the expiry of the retention periods provided for in the Main Agreement and/or without delay at the request of the Controller. If the Controller expressly requests this, the personal data shall be returned to the Party. Statutory retention periods remain unaffected by this.
3.7 The Processor is obliged to provide the Controller with information at the latter's request in order to demonstrate compliance with the obligations pursuant to Art. 28 of the GDPR. The Processor shall support the Controller in verifying the Data Processing and shall grant the Controller access to the documents and technical systems necessary for verifying the Data Processing in accordance with Section 5 of this DPA.
3.8 To the extent permitted by law, the Processor shall inform the Controller about control actions and measures taken by the supervisory authorities insofar as they relate to the Controller's Data Processing operations.
Additional Costs in Respect of Letters of Credit Without limiting the obligations of the Borrower under the preceding subsections of this Section (but without duplication), if as a result of any Regulatory Change or any risk-based capital guideline or other requirement heretofore or hereafter issued by any Governmental Authority there shall be imposed, modified or deemed applicable any Tax (other than Indemnified Taxes, Taxes described in clauses (b) through (d) of the definition of Excluded Taxes and Connection Income Taxes), reserve, special deposit, capital adequacy or similar requirement against or with respect to or measured by reference to Letters of Credit and the result shall be to increase the cost to the Issuing Bank of issuing (or any Lender of purchasing participations in) or maintaining its obligation hereunder to issue (or purchase participations in) any Letter of Credit or reduce any amount receivable by the Issuing Bank or any Lender hereunder in respect of any Letter of Credit, then, upon demand by the Issuing Bank or such Lender, the Borrower shall pay immediately to the Issuing Bank or, in the case of such Lender, to the Administrative Agent for the account of such Lender, from time to time as specified by the Issuing Bank or such Lender, such additional amounts as shall be sufficient to compensate the Issuing Bank or such Lender for such increased costs or reductions in amount.
County Obligations 2 A. ADMINISTRATOR shall provide oversight of the MSN Program, including appropriate 3 program administration, coordination, planning, evaluation, financial and contract monitoring, public 4 information and referral, standards assurance, and review and analysis of data gathered and reported. 5 Any administrative duty or obligation to be performed pursuant to thethis Agreement on a weekend or 6 holiday may be performed on the next regular business day.
7 B. ADMINISTRATOR shall establish, either directly and/or through subcontract(s), a Care 8 Coordination Unit (CCU) which shall:
9 1. Coordinate and make arrangements for the medical needs and care of MSN Enrollees. The 10 CCU shall not be responsible for the coordination of the social services needs of such patients.
11 2. Perform concurrent and retrospective utilization review of the medical appropriateness, 12 level of care, and utilization of all services provided to MSN Patients by All Providers. The parties 13 understand that the CCU shall use the latest available version of the Milliman Continuum of Care 14 Criteria, or other appropriate criteria as approved by ADMINISTRATOR, as its guideline for such 15 utilization review. ADMINISTRATOR acknowledges that CONTRACTOR may use Interqual criteria 16 for similar purposes within its own operations and with this understanding:
17 a. Prior to recommendation of any adjustment in the level of care or denial of any 18 inpatient day provided by CONTRACTOR that does not meet continuum of care criteria used by the 19 CCU, the CCU shall notify CONTRACTOR of a pending recommendation within two (2) business days 20 of such determination.
21 b. CONTRACTOR shall have the opportunity to provide written justification, within two 22 (2) business days after receiving written notice of recommendation, to the CCU which justification may 23 include the application of Interqual criteria and/or other supporting information, as CONTRACTOR 24 deems necessary.
25 c. If the CCU subsequently recommends the adjustment and/or denial of the inpatient day, 26 CONTRACTOR shall have the right to appeal the decision to the Medical Policy Committee, as 27 established by ADMINISTRATOR.
28 d. Intermediary shall reimburse hospital based on the determination of the CCU or 29 Medical Policy Committee as appropriate.
30 3. Communicate with CONTRACTOR regarding diversions, patient transfers, admissions, and 31 discharge planning.
32 4. Assist in coordinating the transitions of MSN Patients to appropriate outpatient care, lower 33 levels of care or other needed services through COUNTY contracted providers for skilled nursing 34 facilities, durable medical equipment, pharmacy services and home health care.
35 C. When needed services are not available through any Contracting Hospital, ADMINISTRATOR 36 may negotiate separate Letters of Agreement with rates appropriate for securing care for the provision of 37 // 1 such services with other Contracting Hospitals, or Non-Contract Hospitals, including those that may not 2 be located in Orange County.
3 D. If an MSN Enrollee requires acute psychiatric care, ADMINISTRATOR will make every 4 reasonable best effort to facilitate the transfer of the MSN Enrollee to a hospital or health care facility 5 that is operated by or has contracted with COUNTY to provide such acute psychiatric treatment.
6 E. Except as provided herein with respect to discrimination of care to MSN Patients, COUNTY 7 shall neither have, nor exercise, any control or direction over the methods by which CONTRACTOR 8 shall perform its obligations under thethis Agreement. The standards of medical care and professional 9 duties of CONTRACTOR’s employees providing Hospital Services under thethis Agreement shall be 10 determined, as applicable, by CONTRACTOR’s Board of Directors and the standards of care in the 11 community in which CONTRACTOR is located and all applicable provisions of law and other rules and 12 regulations of any and all governmental authorities relating to licensure and regulation of COUNTY Obligations Paragraph of this Exhibit A to the Agreement. F. CONTRACTOR and ADMINISTRATOR may mutually agree, in writing, to modify the 13 CONTRACTOR. 14
