Construction of the Agreement The Agreement sets forth the entire understanding between two sophisticated business entities with legal counsel as to its subject and supersedes all prior agreements, conditions, warranties, representations, arrangements and communications, including purchase orders issued by Client, whether oral or written, and whether with or by Accenture, any of its affiliates, or any of their employees, officers, directors, agents or shareholders. Each party acknowledges that it entered into the Agreement solely based on the agreements and representations contained herein, and has not relied upon any representations, warranties, promises, or inducements of any kind, whether oral or written, and from any source. If a court of competent jurisdiction finds any term of the Agreement to be invalid, illegal or otherwise unenforceable, such term or provision will not affect the other terms of this Agreement and will be deemed modified to the extent necessary, in the court’s opinion, to render such term enforceable while preserving to the fullest extent permissible the intent and agreements of the parties set forth in this Agreement. No waiver or modification of any provision of the Agreement will be effective unless it is in writing and signed by the party against which it is sought to be enforced. The delay or failure by either party to exercise or enforce any of its rights under this Agreement is not a waiver of that party’s right to later enforce those rights, nor will any single or partial exercise of any such right preclude any other or further exercise of these rights or any other right. There are no third-party beneficiaries to the Agreement. In the event of a conflict between these GTC and an Order Form, the Order Form controls for purposes of that Order Form only.
Completion of the Work The Contractor must obtain Material Completion as defined in Section 6.1.2 below prior to any occupancy of the Project.
Completion of Negotiations This Agreement represents complete collective bargaining and full agreement by the District and the Federation with respect to wages, hours of employment, and all other terms and conditions of employment which shall prevail during the term or terms hereof. This Agreement expresses the entire understanding between the parties and supersedes all previous agreements between them, written or oral. Any matter or subject not herein covered has been satisfactorily adjusted, compromised, or waived by the parties for the life of this Agreement.
Completion of the Project The Participating County acknowledges it is obligated to undertake and complete the design and construction of the Project in compliance with all of the applicable terms and conditions of the Project Documents and the Participating County agrees to use its best efforts to cause the completion of design and construction of the Project in compliance with the applicable terms and conditions of such documents. The Participating County agrees to complete the Project in accordance with this Agreement and consistent with the scope, cost and schedule established by the Board and attached hereto in Exhibit A, as such scope, cost and schedule may be modified with the approval of Finance and the recognition of the Board.
COMPLETION OF AGREEMENT This document comprises the entire agreement between the District and the Association in the matters lawfully within the scope of negotiation. Neither party shall have any obligation to meet and negotiate during the term of this agreement.
CONSTRUCTION AND RENOVATION Construction and renovation projects for a state, local, territorial, or Tribal government’s principal Emergency Operations Center (EOC) as defined by the State Administrative Agency are allowable under the EMPG Program. Written approval must be provided by FEMA prior to the use of any EMPG Program funds for construction or renovation. Requests for EMPG Program funds for construction of an EOC must be accompanied by an EOC Investment Justification (located in the Related Documents tab of the EMPG xxxxxx.xxx posting) to their Regional EMPG Manager for review. Additionally, recipients are required to submit a SF-424C Form and Budget detail citing the project costs. When applying for funds to construct communication towers Sub-Recipients must submit evidence that the Federal Communication Commission’s (FCC) Section 106 review process has been completed and submit all documentation resulting from that review to Grants Program Directorate (GPD) prior to submitting materials for EHP review. Sub-Recipients are also encouraged to have completed as many steps as possible for a successful EHP review in support of their proposal for funding (e.g., coordination with their State Historic Preservation Office to identify potential historic preservation issues and to discuss the potential for project effects, compliance with all state and EHP laws and requirements). Projects for which the Sub-Recipient believes an Environmental Assessment (EA) may be needed, as defined in as defined in DHS Instruction Manual 023-01-001-01, Revision 01, FEMA Directive 108-1 and FEMA Instruction 108-1-1, must also be identified to the FEMA EMPG Regional Program Manager within six months of the award, and completed EHP review materials must be submitted no later than 12 months before the end of the period of performance. EHP review packets should be sent to xxxxxxxxxx@xxxx.xxx. EMPG Program Sub-Recipients using funds for construction projects must comply with the Xxxxx-Xxxxx Act (40 U.S.C. §§ 3141 et seq.). Grant Sub-Recipients must ensure that their contractors or subcontractors for construction projects pay workers no less than the prevailing wages for laborers and mechanics employed on projects of a character similar to the contract work in the civil subdivision of the state in which the work is to be performed. Additional information regarding compliance with the Xxxxx- Xxxxx Act, including Department of Labor (DOL) wage determinations, is available from the following website: xxxxx://xxx.xxx.xxx/whd/govcontracts/dbra.htm In general, Sub-Recipients should consult with their Grant Manager prior to making any investment that does not clearly meet the allowable expense criteria established in this Guidance.
COMMENCEMENT AND COMPLETION OF THE PROJECT Section 3.01 The Project
(a) The Company intends and expects, together with any Sponsor Affiliate, to (i) construct and acquire the Project, and (ii) meet the Contract Minimum Investment Requirement within the Investment Period. The Company anticipates that the first Phase of the Project will be placed in service during the calendar year ending December 31, 2020.
(b) Pursuant to the FILOT Act and subject to Section 4.03 hereof, the Company and the County hereby agree that the Company and any Sponsor Affiliates shall identify annually those assets which are eligible for FILOT payments under the FILOT Act and which the Company or any Sponsor Affiliate selects for such treatment by listing such assets in its annual PT-300S form (or comparable form) to be filed with the Department (as such may be amended from time to time) and that by listing such assets, such assets shall automatically become Economic Development Property and therefore be exempt from all ad valorem taxation during the Exemption Period. Anything contained in this Fee Agreement to the contrary notwithstanding, the Company and any Sponsor Affiliates shall not be obligated to complete the acquisition of the Project. However, if the Company, together with any Sponsor Affiliates, does not meet the Contract Minimum Investment Requirement within the Investment Period, the provisions of Section 4.03 hereof shall control.
(c) The Company may add to the Land such real property, located in the same taxing District in the County as the original Land, as the Company, in its discretion, deems useful or desirable. In such event, the Company, at its expense, shall deliver an appropriately revised Exhibit A to this Fee Agreement, in form reasonably acceptable to the County.
Execution of the Project (a) The Recipient declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out the Project through its MoE with due diligence and efficiency and in conformity with appropriate financial, economic, environmental and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project.
(b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Recipient and the Association shall otherwise agree, the Recipient shall carry out the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement.
(a) Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Grant shall be governed by the provisions of Schedule 3 to this Agreement, as said provisions may be further elaborated in the Procurement Plan.
(b) The Recipient shall update the Procurement Plan in accordance with terms of reference acceptable to the Association, and furnish such update to the Association not later than twelve (12) months after the date of the preceding Procurement Plan, for the Association’s approval.
Section 3.03. Without limitation upon any of its obligations under paragraph (a) of Section 3.01 of this Agreement and except as the Recipient and the Association shall otherwise agree, the Recipient shall: (i) not later than by the effectiveness of this Agreement open a separate project account (the Project Account) in a commercial bank acceptable to the Association; (ii) thereafter maintain the Project Account during the entire Project implementation period, and replenish said Account regularly with funds sufficient to ensure the Recipient’s Project co-financing obligations; and (iii) use the amount in the Project Account exclusively for financing the Recipient’s contribution to Project expenditures.
Section 3.04. For the purposes of Section 6.09 of the General Conditions and without limitation thereto, the Recipient shall:
(a) prepare, on the basis of guidelines acceptable to the Association, and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Recipient and the Association, a plan designed to ensure the continued achievement of the Project’s objectives; and
(b) afford the Association a reasonable opportunity to exchange views with the Recipient on said plan.
Construction Phase - Administration of the Construction Contract INDICATE IN STATEMENT OF WORK “NOT APPLICABLE” IF SECTION IS NOT APPLICABLE
1.1.9.1. The Construction Phase will commence with the award of the Construction Contract to a selected vendor (“Contractor”) and will terminate when final payment is made by the State to the Contractor. In any event, the construction phase will not extend 60 days beyond the substantial completion date unless extended by change order. If such extension occurs, additional costs due to the ARCHITECT/ENGINEER shall be negotiated with the State.
1.1.9.2. The ARCHITECT/ENGINEER shall work with the State during the construction of the Project to provide the administration of the contract between the State and the Contractor in accordance with the terms herein and consistent with the contract between the State and the Contractor, and the extent of his/her duties and responsibilities and the limitations of his/her authority as assigned therein shall not be modified without his/her written consent.
1.1.9.3. The ARCHITECT/ENGINEER shall advise and consult with the State, and all of the State's instructions to the Contractor shall be issued through the ARCHITECT/ENGINEER after authorization by the State.
1.1.9.4. The ARCHITECT/ENGINEER shall, at all times, have access to the work wherever it is in preparation or progress.
1.1.9.5. The ARCHITECT/ENGINEER shall make periodic visits to the Project site, at least biweekly, and shall make such further visits when reasonably requested by the State, as to familiarize himself/herself with the progress and quality of the work performed and as to determine, on the basis of such visits, if such progress and quality are in accordance with the Contract Documents. The ARCHITECT/ENGINEER shall be responsible for project meeting minutes. In addition to this, the ARCHITECT/ENGINEER shall periodically report his/her findings thereon to the State, at such times as in the exercise of his/her professional judgment such findings are appropriate and at least monthly, at the conference provided for in Section 1.1.9.6, and further at such times as the State may reasonably request. The ARCHITECT/ENGINEER shall not be required to make exhaustive or continuous on-site inspections, except as required in the exercise of his/her professional judgment for said reports and, except in particular, to fulfill the commissioning requirements. The ARCHITECT/ENGINEER shall not be responsible for construction means, methods, techniques, sequences or procedures or for safety precautions and programs in connection with the work, and he/she shall not be responsible for the Contractor's failure to carry out the work in accordance with the Contract Documents except as provided for herein specifically between the State and the ARCHITECT/ENGINEER.
1.1.9.6. In preparing the bid documents, to the extent that the ARCHITECT/ENGINEER utilizes sub- consultants for their expertise, such as, but not limited to: Landscape Architects, Civil, Structural, Mechanical, and Electrical Engineers, these consultants, in effect, become an extension of the ARCHITECT/ENGINEER. Where the term ARCHITECT/ENGINEER is used in Section 1.1.9.2 as well as 1.1.9.5, it shall include those sub-consultants when work is being performed in their area of expertise. For example, the Mechanical Engineer would inspect the under slab plumbing before it is backfilled, but then wouldn’t necessarily be needed on site until the rest of the mechanical systems are being installed. The sub-consultant shall also be required to periodically inspect the progress of the “As-builts” and verify that they are up-to-date and verify such to the ARCHITECT/ENGINEER, before the ARCHITECT/ENGINEER issues the certificate of payment for that pay period.
1.1.9.7. Based upon his/her determinations and reports made under Section 1.1.9.5 of this Agreement and upon the Contractor's applications for payment, the ARCHITECT/ENGINEER shall once every month, after an on-site conference between the State, the Contractor and the ARCHITECT/ENGINEER, determine the amount then owing to the Contractor and shall then issue a certificate of payment for the amount agreed upon. The issuance of a Certificate for Payment shall constitute a representation by the ARCHITECT/ENGINEER to the State, based on such ARCHITECT/ENGINEER'S determination and report and the data supplied to him/her by the Contractor (without affecting his/her duties defined in Section 1.1.9.5.), that the work has progressed to the point indicated; that the quality of the work is in accordance with the Contract Documents (subject to the results of any specified subsequent tests required by the Contract Documents, to immaterial and insubstantial deviations from the Contract Documents, which will be corrected prior to completion, and to any further specific qualifications stated in the Certificate for Payment); and that the Contractor is entitled to such payment in the amount certified. Provided, however, the issuance of such certificate will not affect any obligations of the Contractor to the State. By issuing a certificate for payment, the ARCHITECT/ENGINEER shall not be deemed to represent that he/she has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the contract sum. ARCHITECT/ENGINEER shall not accept any part of the work on behalf of the State; ARCHITECT/ENGINEER may only recommend acceptance. Final acceptance is a right reserved solely to the State.
1.1.9.8. The ARCHITECT/ENGINEER shall be, in the first instance, the interpreter of the requirements of all Construction Documents, and shall have all requisite authority relating thereto for the purposes of authorizing the Contractor to proceed or stop with any component of the project after consultation and agreement with the State. The ARCHITECT/ENGINEER shall not be liable to the State for any loss or cost incurred by the State arising from delays in the construction schedule caused by any decision made by the ARCHITECT/ENGINEER in the reasonable exercise of professional judgment either to exercise or not to exercise his/her authority to stop the Work.
1.1.9.9. The ARCHITECT/ENGINEER shall review and respond to shop drawings, samples, and other submissions of the Contractor as in conformance with the design concept and information in the Contract Documents and the designs and plans relating to the project until approved or not requiring re-submission. The ARCHITECT/ENGINEER shall also review the submittal log at construction meetings and report to the State, on a monthly basis, their findings thereon.
1.1.9.10. The ARCHITECT/ENGINEER shall prepare all change orders and supporting data for the State's approval.
1.1.9.11. The ARCHITECT/ENGINEER shall conduct inspections to determine the Dates of Substantial Completion and Final Completion and shall receive written guarantees and related documents assembled by the Contractors and shall issue a final certificate of payment in accordance with Section 1.1.9.6.
1.1.9.12. The ARCHITECT/ENGINEER shall be responsible for system commissioning in accordance with the BGS Design Guidelines and as indicated in the BGS Commissioning Guidelines. Please see the BGS website xxxx://xxx.xxxxxxx.xxx/facilities/forms . The ARCHITECT/ENGINEER shall inspect, and document, each and every system to ensure that it complies with design intent, including but not limited to: system installation, system operation, and seasonal changeover.
1.1.9.13. Except in the manner specifically provided for herein, the ARCHITECT/ENGINEER shall not be responsible to the State for the acts or omissions of the Contractor or any of the Contractor’s agents or employees, or any other person not an employee or agent of the ARCHITECT/ENGINEER performing work on the Project. The ARCHITECT/ENGINEER shall be responsible for and shall pay the amount of any increase in the total Contract Price or the total Change Order(s) Price, which increase results from an error, inconsistency, or omission in the Contract Documents or instructions.
1.1.9.14. ARCHITECT/ENGINEER shall furnish to the State, a complete set of marked-up drawings and specifications showing all the changes to the Construction Documents made by Addenda, Change Orders, Shop Drawings, RFIs and other information received from the Clerk; and General Contractor’s As-built markups. The changes to the drawings are to be created on a separate layer in the DWG set and highlighted in a box, cloud or the like in the PDF set. The specifications are also to differentiate the changes made by highlighting in a box, cloud, etc. and be provided in Microsoft Word. These drawings and specifications shall be supplied within three (3) months of the date of Substantial Completion and before final payment.
1.1.9.15. Architect/Engineer (and design team members as required) shall conduct a one-year warranty inspection of the completed construction project between the eleventh and twelfth month from the date of substantial completion and shall issue a list of defective items needing correction to the Contractor.
Execution of the Agreement The Company, the party executing this Agreement on behalf of the Company, and the Consultant, have the requisite corporate power and authority to enter into and carry out the terms and conditions of this Agreement, as well as all transactions contemplated hereunder. All corporate proceedings have been taken and all corporate authorizations and approvals have been secured which are necessary to authorize the execution, delivery and performance by the Company and the Consultant of this Agreement. This Agreement has been duly and validly executed and delivered by the Company and the Consultant and constitutes a valid and binding obligation, enforceable in accordance with the respective terms herein. Upon delivery of this Agreement, this Agreement, and the other agreements and exhibits referred to herein, will constitute the valid and binding obligations of Company, and will be enforceable in accordance with their respective terms. Delivery may take place via facsimile transmission.
