General Duties Conditions and Correspondent Compensation
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General Duties and Responsibilities 1. Responsibilities under the General Conditions of the Contract for Construction: In addition to the responsibilities herein set forth, Consulting Engineer/Architect agrees to be responsible for those matters identified in the General Conditions as being responsibilities of the Consulting Engineer/Architect. Consulting Engineer/Architect specifically acknowledges receipt of a copy of the General Conditions and acceptance of the responsibilities as set forth therein.
Employment Duties and Responsibilities A) The Company shall employ the Executive, and the Executive shall serve the Company, as President and Chief Executive Officer, with such duties and responsibilities as may be assigned to the Executive by the Board of Directors of the Company (“BOD”) and are typically associated with a position of that nature. B) The Executive shall devote his best efforts and all of his business time to the performance of his duties under this Agreement and shall perform them faithfully, diligently and competently in a manner consistent with the policies and goals of the Company as determined from time to time by the BOD. C) The Executive shall report to the BOD of the Company. D) The Executive shall not engage in any activities outside the scope of his employment that would detract from, or interfere with, the fulfillment of his responsibilities or duties under this Agreement. E) The Executive shall not serve as a director (or the equivalent position) of any company or entity other than the Company and shall not render services of a business, professional or commercial nature to any other person or firm, except for not-for-profit entities, without prior written consent of the BOD. Such consent shall not be unreasonably withheld. F) The Executive shall not receive fees or other remuneration for work performed either within or outside the scope of his employment without prior written consent of the BOD. Such consent shall not be unreasonably withheld.
Delegation of Services The Administrator may, at its expense, delegate to one or more entities some or all of the services for the Fund for which the Administrator is responsible under this Subcontract. The Administrator will be responsible for the compensation, if any, of any such entities for such services to the Fund, unless otherwise agreed to by the parties or with the Fund. Notwithstanding any delegation pursuant to this paragraph, the Administrator will continue to have responsibility and liability for all such services provided to the Fund under this Subcontract.
INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES Consultant shall indemnify, defend with counsel reasonably acceptable to the City, and hold harmless the City and its officials, officers, employees, agents, contractors, consultants, and volunteers from and against any and all losses, liability, claims, suits, actions, damages, and causes of action arising out of any personal injury, bodily injury, loss of life, or damage to property, or any violation of any federal, state, or municipal law or ordinance, to the extent caused, in whole or in part, by the willful misconduct or negligent acts or omissions of Consultant or its employees, subcontractors, or agents, by acts for which they could be held strictly liable, or by the quality or character of their work. The foregoing obligation of Consultant shall not apply when (1) the injury, loss of life, damage to property, or violation of law arises wholly from the negligence or willful misconduct of the City or its officers, employees, agents, contractors, consultants, or volunteers and (2) the actions of Consultant or its employees, subcontractor, or agents have contributed in no part to the injury, loss of life, damage to property, or violation of law. It is understood that the duty of Consultant to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Acceptance by City of insurance certificates and endorsements required under this Agreement does not relieve Consultant from liability under this indemnification and hold harmless clause. This indemnification and hold harmless clause shall apply to any damages or claims for damages whether or not such insurance policies shall have been determined to apply. By execution of this Agreement, Consultant acknowledges and agrees to the provisions of this Section and that it is a material element of consideration. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
General Duties It shall be the duty of the Owner Trustee to discharge (or cause to be discharged) all of its responsibilities pursuant to the terms of this Agreement and the Sale and Servicing Agreement and to administer the Trust in the interest of the Holder, subject to the Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the Basic Documents to the extent the Servicer has agreed in the Sale and Servicing Agreement to perform any act or to discharge any duty of the Trust or the Owner Trustee hereunder or under any Basic Document, and the Owner Trustee shall not be liable for the default or failure of the Servicer to carry out its obligations under the Sale and Servicing Agreement.
Acknowledgement of Services and Responsibility of the Manager The Resident acknowledges that neither the Manager nor the Institution stands in loco parentis with respect to the Resident. The Residence provides living accommodations for independent students who are to be responsible and accountable for their personal needs and their interactions with their fellow residents as opposed to residential care. The Manager is responsible for the maintenance and operation of the residence. The Manager, in consultation with the Institution, may from time to time, in its sole and unfettered discretion, establish and/or amend policies, protocols and guidelines to uphold and ensure compliance with the standards set forth by the Manager, all of which will constitute part of the Residence Community Living Standards or Institution Code of Conduct, as appropriate. The Resident hereby acknowledges and agrees that they are solely responsible for their compliance with / review of such policies, protocols and guidelines (as may be created, amended, revised or restated by the Manager) found at xxx.xxxxxxxxxxxxxxxxx.xx.
Duties and Responsibilities of Executive (a) During the Employment Period, Executive shall devote Executive’s full business time and attention to the business of the Company and its Affiliates, as applicable, and will not hold any outside employment or consulting position. Executive’s duties pursuant to this Agreement will include those normally incidental to the positions identified in Section 1, as well as such additional duties as may be assigned to Executive by the Holdings Board from time to time. (b) Executive represents and covenants that Executive is not the subject of or a party to any employment agreement, non-competition or non-solicitation covenant, non-disclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Executive from executing this Agreement and fully performing Executive’s duties and responsibilities hereunder, or would in any manner, directly or indirectly, limit or affect the duties and responsibilities that may now or in the future be assigned to Executive hereunder. (c) Executive acknowledges and agrees that Executive owes the Company and its Affiliates fiduciary duties, including duties of care, loyalty, fidelity, and allegiance, such that Executive shall act at all times in the best interests of the Company and its Affiliates and shall not appropriate any business opportunity of the Company or its Affiliates for Executive. Executive agrees that the obligations described in this Agreement are in addition to, and not in lieu of, the obligations Executive owes the Company and its Affiliates under common law. The Parties acknowledge and agree that Executive may provide services (including as an executive, employee, director, or otherwise) to multiple Affiliates of the Company and, in providing such services, Executive will not be violating Executive’s obligations hereunder so long as Executive abides by the terms of Sections 7, 8, and 9 below in the course of performing such services.
Engagement of Services Company may issue Project Assignments to Contractor in the form attached to this Agreement as Exhibit A (Project Assignment). A Project Assignment will become binding when both parties have signed it and once signed, Contractor will be obligated to provide the services as specified in such Project Assignment. The terms of this Agreement will govern all Project Assignments and services undertaken by Contractor for Company.
Duties and Responsibilities of Employee (a) During the Employment Period, Employee shall devote substantially all of Employee’s business time and attention to the business of the Company and its Affiliates, will act in a manner that Employee reasonably believes is consistent with the best interests of the Company and its Affiliates and will perform with due care Employee’s duties and responsibilities. Employee’s duties will include those normally incidental to the position(s) set forth in Section 1 above of as well as whatever additional duties may be assigned to Employee, with Employee’s consent, by any senior officers or by the Board of Managers of EPE Acquisition (the “Board”) from time to time. Employee agrees not to engage in any activity that materially interferes with the performance of Employee’s duties hereunder. Without limiting the foregoing, during the Employment Period, Employee will not hold any type of outside employment, engage in any type of consulting or otherwise render services to or for any other person, entity or business concern without the advance written approval of the Board. Notwithstanding the foregoing, the parties acknowledge and agree that Employee may (i) serve on corporate boards or committees (A) listed on Schedule 2(a) hereto or (B) approved by the Board, (ii) serve on civic, educational, religious, public interest, or charitable boards or committees, (iii) manage Employee’s personal and family investments, provided that such activity is not expressly prohibited by Section 10 and (iv) engage in passive investments (the activities referred to in the immediately preceding clauses (i), (ii), (iii) and (iv) being “Permitted Activities”); provided, however, that such activities shall be permitted so long as such activities do not materially interfere with the performance of Employee’s duties and responsibilities under this Agreement or conflict with the business and affairs of the Company. (b) Employee expressly represents and covenants to the Company that Employee is not subject or a party to any employment agreement, noncompetition covenant, nondisclosure agreement, or any other agreement, covenant, understanding, or restriction that would prohibit Employee from executing this Agreement and fully performing Employee’s duties and responsibilities hereunder.
Duties and Obligations of Employee General Duties Section 2.1 As of the date set forth in Section 8.8, Employee shall serve as Employer’s President & Chief Executive Officer, and he shall also serve as a member of Employer’s Board of Directors. Prior to such date, Employee shall continue to serve in his current capacity as Executive Vice-President working under the direction of and reporting to Mxxxxxx D’Addio, the Company’s current President and Chief Executive Officer. In his capacity as President and Chief Executive Officer, Employee shall do an perform all services, acts or things in accordance with the policies set by Employer’s Board of Directors. Employee shall perform such services primarily in Campbell, California, which shall serve as the Employer’s principal facility, except that the parties understand that temporary travel on Employer’s business to other sites shall be required. The parties may designate another location for Employee to primarily perform his services; provided, however, that Employee’ permanent place of employment shall not be more than fifty miles from Campbell, California absent Employee’s written consent. (a) Employee shall devote substantially all his productive time, ability an attention to the business of Employer during the employment term. (b) Employee shall not engage in any other business duties or pursuit whatsoever, or directly or indirectly render any services of a business, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of the Board of Directors except for (1) boards of directors or private companies on which Employee currently serves and (2) other boards of directors to which Employee shall not devote more than 16 hours of service per month (measured on an annual basis). However, the expenditure of reasonable amounts of time for education, charitable or professional activities shall not be deemed a breach of this Agreement if those activities do not materially interfere with the services required under this Agreement. (c) In addition to Employee’s providing occasional service as a member of the Board(s) of Directors as provided above, this Agreement shall not be interpreted to prohibit Employee from making passive personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this Agreement.
