Common use of IT IS MUTUALLY AGREED Clause in Contracts

IT IS MUTUALLY AGREED. 1. All STATE obligations under the terms of the State Agreement are subject to the appropriation of resources by the Legislature in the annual State Budget Act and the action of the California Transportation Commission (“CTC”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations therein. Neither STATE nor the CITY, other than the STATE duty to provide IQA for which the resources must be appropriated and then allocated, have funds obligated to this PROJECT and SEGERSTROM will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE. 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through to completion of the PROJECT construction phase administered by the CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the PROJECT by the CITY conform to STATE standards. IQA does not include any PROJECT related work deemed necessary to actually develop and deliver the PROJECT, nor does it involve any validation by the verification and rechecking of any work performed by the CITY and/or its consultants and no liability will be assignable to STATE by SEGERSTROM under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY will pay or authorize STATE to reimburse itself from the available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During PROJECT construction, representatives of SEGERSTROM and CITY will cooperate and consult with each other and with STATE to assure that all PROJECT work is accomplished according to the PROJECT PS&E and STATE’s applicable policies, procedures, standards, and practices. Satisfaction of these requirements shall be verified by STATE’s quality assurance representatives who are authorized to enter CITY and SEGERSTROM property during construction for the purpose of monitoring and coordinating construction activities. 4. Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall be the responsibility of STATE as provided for in the State Agreement. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall be the responsibility of SEGERSTROM. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITY’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this Agreement. As between CITY and SEGERSTROM, SEGERSTROM shall sign the HM-1 manifest and pay all costs for required remedy or remedial action outside of SHS right of way. While STATE has committed to exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM will have the option to either delay further construction of PROJECT until STATE is able to provide funding, or SEGERSTROM may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be sought and obtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROM. 5. Any remedy or remedial action with respect to any hazardous material or contamination of an HM-2 category found both within and outside the existing SHS right of way during construction shall be the responsibility of SEGERSTROM, at SEGERSTROM’s expense, as a consequence of proceeding with PROJECT construction. For the purpose of this Agreement any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM shall sign any HM-2 manifest if construction of PROJECT proceeds and HM-2 material is removed in lieu of being treated in place.

IT IS MUTUALLY AGREED. 1. All obligations of STATE obligations under the terms of the State this Agreement are subject to the appropriation of resources by the Legislature in the annual Legislature, State Budget Act authority, and the action allocation of funds by the California Transportation Commission (“CTC”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations therein. Neither STATE nor the CITY, other than the STATE duty to provide IQA for which the resources must be appropriated and then allocated, have funds obligated to this PROJECT and SEGERSTROM will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through to completion of the PROJECT construction phase administered by the CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the PROJECT by the CITY conform to with then existing STATE standards. IQA does not include any PROJECT related work deemed necessary to actually develop and deliver the PROJECT, nor does it involve any validation by the verification to verify and rechecking of recheck any work performed by the CITY and/or its consultants or contractors and no liability will be assignable to STATE STATE, its officers and employees by SEGERSTROM CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY will pay or authorize STATE to reimburse itself from the then available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During CITY agrees to obtain, as a PROJECT cost, all necessary PROJECT permits, agreements, and/or approvals from appropriate regulatory agencies, unless the parties agree otherwise in writing. If STATE agrees in writing to obtain said PROJECT permits, agreements, and/or approvals, those said costs shall be paid for by CITY, as a PROJECT cost. 4. CITY shall be fully responsible for complying with and implementing any and all environmental commitments set forth in the environmental documentation, permit(s), agreement(s), and/or environmental approvals for PROJECT. The costs of said compliance and implementation shall be a PROJECT cost. 5. If there is a legal challenge to the environmental documentation, including supporting investigative studies and/or technical environmental report(s), permit(s), agreement(s), environmental commitments and/or environmental approval(s) for PROJECT, all legal costs associated with those said legal challenges shall be a PROJECT cost. 6. If, during performance of PROJECT construction, representatives new information is obtained which requires additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended to include completion of SEGERSTROM those additional tasks. 7. All administrative reports, studies, materials, and CITY documentation, including, but not limited to, all administrative drafts and administrative finals, relied upon, produced, created or utilized for PROJECT will cooperate be held in confidence pursuant to Government Code section 6254.5(e). The parties agree that said material will not be distributed, released or shared with any other organization, person or group other than the parties’ employees, agents and consult consultants whose work requires that access without the prior written approval of the party with each other the authority to authorize said release and with STATE to assure that all PROJECT work is accomplished according except as required or authorized by statute or pursuant to the terms of this Agreement. 8. If any existing utility facilities conflict with the construction of PROJECT PS&E or violate STATE’s encroachment policy, CITY shall make all necessary arrangements with the owners of such facilities for their timely accommodation, protection, relocation, or removal. The costs for the PROJECT’s positive identification and location, protection, relocation, or removal of utility facilities whwther inside or outside STATE’s right of way shall be determined in accordance with Federal and California laws and regulations, and STATE’s applicable policies, procedures, standards, practices, and practices. Satisfaction of these requirements shall be verified by STATE’s quality assurance representatives who are authorized to enter CITY and SEGERSTROM property during construction for the purpose of monitoring and coordinating construction activitiesapplicable agreements including, but not limited to, Freeway Master Contracts. 4. Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall be the responsibility of STATE as provided for in the State Agreement. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall be the responsibility of SEGERSTROM. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITY’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this Agreement. As between CITY and SEGERSTROM, SEGERSTROM shall sign the HM-1 manifest and pay all costs for required remedy or remedial action outside of SHS right of way. While STATE has committed to exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM will have the option to either delay further construction of PROJECT until STATE is able to provide funding, or SEGERSTROM may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be sought and obtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROM. 5. Any remedy or remedial action with respect to any hazardous material or contamination of an HM-2 category found both within and outside the existing SHS right of way during construction shall be the responsibility of SEGERSTROM, at SEGERSTROM’s expense, as a consequence of proceeding with PROJECT construction. For the purpose of this Agreement any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM shall sign any HM-2 manifest if construction of PROJECT proceeds and HM-2 material is removed in lieu of being treated in place.

IT IS MUTUALLY AGREED. 1. All STATE obligations assumed under the terms of the State this Agreement are subject to the appropriation of resources by the Legislature in the annual State Budget Act and the action of the California Transportation Commission (“CTC”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations thereinherein. Neither STATE nor the CITYSTATE, other than the STATE duty to provide IQA for which the resources must be appropriated and then the allocated, have has no funds obligated to this PROJECT and SEGERSTROM CITY will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE. 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through to completion of the PROJECT construction phase administered by the CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the PROJECT by the CITY conform to STATE standards. IQA does not include any PROJECT related work deemed necessary to actually develop and deliver the PROJECT, nor not does it involve any validation by the verification and rechecking of any work performed by the CITY and/or its consultants and no liability will be assignable to STATE by SEGERSTROM CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY will pay or authorize STATE to reimburse itself from the available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During PROJECT construction, representatives of SEGERSTROM CITY and CITY STATE will cooperate and consult with each other and with STATE to assure that all PROJECT work is accomplished according to the PROJECT PS&E and STATE’s 's applicable policies, procedures, standards, and practices. Satisfaction of these requirements shall be verified by STATE’s 's quality assurance representatives who are authorized to enter CITY and SEGERSTROM property during construction for the purpose of monitoring and coordinating construction activities. 4. PROJECT PS&E changes shall be implemented by contract change orders that have been reviewed and concurred with by STATE's representative. All changes affecting public safety or public convenience, all design and specification changes, and all major changes as defined in STATE's Construction Manual shall be approved by STATE in advance of performing the work. Unless otherwise directed by STATE's representative, change orders authorized as provided herein will not require an encroachment permit rider. All changes shall be shown on the "As-Built" plans. 5. CITY shall provide a construction contract claims process acceptable to STATE and shall process any and all claims through CITY's claims process. STATE's representative will be made available to CITY to provide advice and technical input in any claims process. 6. In the event that STATE proposes and/or requires a change in design standards, implementation of new or revised design standards shall be done in accordance with STATE’s Highway Design Manual Section 82.5, Effective Date for Implementing Revisions to Design Standards. STATE shall consult with CITY in a timely manner regarding effect of proposed and/or required change on PROJECT. 7. Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall be the responsibility of STATE as provided for in the State AgreementSTATE. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall be the responsibility of SEGERSTROMCITY. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITY’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this Agreement. As between CITY and SEGERSTROM, SEGERSTROM shall sign the HM-1 manifest and pay all costs for required remedy or remedial action outside of SHS right of way. While STATE has committed to exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM will have the option to either delay further construction of PROJECT until STATE is able to provide funding, or SEGERSTROM may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be sought and obtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROM. 58. Any remedy or remedial action with respect to any hazardous material or contamination of an HM-2 category found both within and outside the existing SHS right of way during construction shall be the responsibility of SEGERSTROMCITY, at SEGERSTROM’s CITY's expense, as a consequence of proceeding with PROJECT construction. For the purpose of this Agreement any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM CITY shall sign any HM-2 manifest if construction of PROJECT proceeds and HM-2 material is removed in lieu of being treated in place. 9. If hazardous material or contamination of either HM-1 or HM-2 category is found during construction on new right of way acquired by or on account of CITY for PROJECT, CITY shall be responsible, at CITY's expense, for all required remedy or remedial action and/or protection in the absence of a generator or prior property owner willing and prepared to perform that corrective work. Nothing herein shall preclude CITY from seeking contribution, indemnification, participation or other remedy from any generator, prior property owner or other potentially responsible party for such corrective work. 10. The party responsible for funding any hazardous material cleanup shall be responsible for the development of the necessary remedy and/or remedial action plans and designs. Remedial actions proposed by CITY on the SHS right of way shall be pre-approved by STATE and shall be performed in accordance with STATE’s standards and practices and those standards and practices mandated by those Federal and State regulatory agencies. 11. During the course of construction, STATE, in exercising its authority under section 591 of the Vehicle Code, has included any and all of the requirements set forth in Divisions 11, 12, 13, 14, and 15 of the Vehicle Code to the PROJECT areas open to public traffic. CITY shall take all necessary precautions for safe operation of CITY's vehicles, the construction contractor’s equipment and vehicles and/or vehicles of personnel retained by CITY, and for the protection of the traveling public from injury and damage from such vehicles or equipment. 12. The parties agree that a Freeway Maintenance Agreement and an Electrical Maintenance Agreement must be executed between STATE and CITY to define the respective maintenance responsibilities over the new PROJECT facilities prior to PROJECT completion, acceptance, and subject to the approval of STATE, 13. Upon satisfactory completion of all PROJECT work under this Agreement, as determined by STATE, actual ownership and title to materials, equipment, and appurtenances installed within the SHS right of way will automatically be vested in STATE, and 14. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties not a party to this Agreement or to affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the development, design, construction, operation, or maintenance of SHSs and public facilities different from the standard of care imposed by law. 15. Neither STATE nor any officer or employee thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to be done CITY under or in connection with any work, authority or jurisdiction conferred upon CITY and arising under this Agreement. It is understood and agreed that CITY shall fully defend, indemnify and save harmless STATE and all of its officers and employees from all claims, suits or actions of every name, kind and description brought forth under, including, but not limited to, tortious, contractual, inverse condemnation and other theories or assertions of liability occurring by reason of anything done or omitted to be done by CITY under this Agreement.

IT IS MUTUALLY AGREED. 1. All obligations of STATE obligations under the terms of the State this Agreement are subject to the appropriation of resources by the Legislature in the annual Legislature, State Budget Act authority, and the action allocation of funds by the California Transportation Commission (“CTC”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations therein. Neither STATE nor the CITY, other than the STATE duty to provide IQA for which the resources must be appropriated and then allocated, have funds obligated to this PROJECT and SEGERSTROM will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through to the completion of the District Agreement No. 07-4808 DRAINAGE PROJECT construction PS&E phase administered by the CITY. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the DRAINAGE PROJECT by the CITY conform to then-existing STATE standards. IQA does not include any PROJECT DRAINAGE PROJECT-related work deemed necessary to actually develop and deliver the DRAINAGE PROJECT, nor does it involve any validation by the verification to verify and rechecking of recheck any work performed by the CITY and/or its consultants and no liability will be assignable to STATE STATE, its officers and employees by SEGERSTROM CITY under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY will pay or authorize STATE to reimburse itself from the available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During PS&E for DRAINAGE PROJECT constructionshall be prepared and performed in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards shall first be considered by STATE for approval via the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, representatives implementation of SEGERSTROM and CITY will cooperate and new or revised design standards shall be done as part of the work on DRAINAGE PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with each other and with STATE to assure that all PROJECT work is accomplished according to CITY in a timely manner regarding the PROJECT PS&E and STATE’s applicable policies, procedures, standards, and practices. Satisfaction effect of these requirements shall be verified by STATE’s quality assurance representatives who are authorized to enter CITY and SEGERSTROM property during construction for the purpose of monitoring and coordinating construction activitiesproposed and/or required changes on DRAINAGE PROJECT. 4. Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) shall STATE will be the responsibility of STATE as provided for in the State Agreement. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action shall CEQA Lead Agency and CITY will be the responsibility of SEGERSTROM. For the purpose of the Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or notCEQA Responsible Agency. STATE shall sign will be the HM-1 manifest NEPA Lead Agency, if applicable. STATE will assess EMPIRE PROJECT impacts on the environment and pay all costs for remedy or remedial action within STATE will prepare the existing SHS right appropriate level of wayenvironmental documentation and necessary associated supporting investigative studies and technical environmental reports in order to meet requirements of CEQA and if applicable, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITY’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this Agreement. As between CITY and SEGERSTROM, SEGERSTROM shall sign the HM-1 manifest and pay all costs for required remedy or remedial action outside of SHS right of way. While STATE has committed to exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM will have the option to either delay further construction of PROJECT until STATE is able to provide funding, or SEGERSTROM may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be sought and obtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROMNEPA. 5. Any remedy or remedial action with respect to any hazardous material or contamination If, during preparation of an HM-2 category found both within and outside preliminary engineering, preparation of the existing SHS PS&E, performance of right of way during construction activities, or performance of EMPIRE PROJECT construction, new information is obtained which requires the preparation of additional environmental documentation to comply with CEQA and if applicable, NEPA, this Agreement will be amended to include completion of those additional tasks. 6. STATE, as part of the EMPIRE PROJECT cost, shall be responsible for preparing, submitting, publicizing and circulating all public notices related to the responsibility CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, notice(s) of SEGERSTROMavailability of the environmental document and/or determinations and notices of public meetings/hearings. Public notices shall comply with all State and Federal laws, at SEGERSTROM’s expenseregulations, policies and procedures. STATE will work with the appropriate Federal agency to publish notices in the Federal Register, if applicable. 7. STATE, as a consequence part of proceeding with the EMPIRE PROJECT constructioncost, shall be responsible for planning, scheduling and holding of all public meetings/hearings related to the CEQA environmental process and if applicable, the NEPA environmental process, including, but not limited to, public meetings/hearings on the environmental document. For STATE shall provide CITY the purpose opportunity to provide comments on any meeting exhibits, handouts or other materials at least ten (10) days prior to any such meeting/hearings. STATE maintains final editorial control of this Agreement any hazardous material exhibits, handouts or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed other materials to remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM shall sign any HM-2 manifest if construction of PROJECT proceeds and HM-2 material is removed in lieu of being treated in placebe used at public meetings/hearings.

IT IS MUTUALLY AGREED. 1. All obligations of STATE obligations under the terms of the State this Agreement are subject to the appropriation of resources by the Legislature in the annual Legislature, State Budget Act authority and the action allocation of funds by the California Transportation Commission (“CTC”) allocating resources to the STATE for the purposes of fulfilling STATE’s obligations therein. Neither STATE nor the CITY, other than the STATE duty to provide IQA for which the resources must be appropriated and then allocated, have funds obligated to this PROJECT and SEGERSTROM will have no right, under any circumstance, to seek a STATE or CITY contribution of funds directly under the terms of this Agreement or indirectly as damages for some perceived or alleged breach of this Agreement by the CITY or the State Agreement by the CITY or STATE). 2. The parties to this Agreement understand and agree that STATE’s IQA is defined as providing STATE policy and procedural guidance through to completion of the PROJECT construction right of way phase administered by the CITYRCTC. This guidance includes prompt reviews by STATE to assure that all work and products delivered or incorporated into the PROJECT by the CITY RCTC conform to with then existing STATE standards. IQA does not include any PROJECT related work deemed necessary to actually develop and deliver the PROJECT, nor does it involve any validation by the verification to verify and rechecking of recheck any work performed by the CITY RCTC and/or its consultants or contractors and no liability will be assignable to STATE STATE, its officers and employees by SEGERSTROM RCTC under the terms of this Agreement or by third parties by reason of STATE’s IQA activities. All work performed by STATE that is not direct IQA shall be chargeable against PROJECT funds as a service for which STATE will invoice its actual costs and the CITY RCTC will pay or authorize STATE to reimburse itself from the then available PROJECT funds, subject to reimbursement from SEGERSTROM. 3. During The right of way acquisition documentation and related technical reports/studies for PROJECT constructionshall be performed in accordance with all applicable Federal and STATE standards and practices current as of the date of performance. Any exceptions to applicable design standards shall first be considered by STATE for approval via the processes outlined in STATE’s Highway Design Manual and appropriate memoranda and design bulletins published by STATE. In the event that STATE proposes and/or requires a change in design standards, representatives implementation of SEGERSTROM and CITY will cooperate and new or revised design standards shall be done as part of the work on PROJECT in accordance with STATE’s current Highway Design Manual Section 82.5, “Effective Date for Implementing Revisions to Design Standards.” STATE shall consult with each other and with STATE to assure that all PROJECT work is accomplished according to RCTC in a timely manner regarding the PROJECT PS&E and STATE’s applicable policies, procedures, standards, and practices. Satisfaction effect of these requirements shall be verified by STATE’s quality assurance representatives who are authorized to enter CITY and SEGERSTROM property during construction for the purpose of monitoring and coordinating construction activitiesproposed and/or required changes on PROJECT. 4. RCTC agrees to obtain, as a PROJECT cost, all necessary PROJECT permits, agreements, and/or approvals from appropriate regulatory agencies, unless the parties agree otherwise in writing. If STATE agrees in writing to obtain said PROJECT permits, agreements, and/or approvals, those said costs shall be paid by RCTC, as a PROJECT cost. 5. Any hazardous material or contamination of an HM-1 category found within the existing SHS right of way during construction requiring remedy or remedial action (as defined in Division 20, Chapter 6.8 et seq. of the Health and Safety Code) PROJECT shall be the responsibility of STATE as provided for in the State AgreementSTATE. Any hazardous material or contamination of an HM-1 category found within the local road right of way during construction requiring the same defined remedy or remedial action PROJECT shall be the responsibility of SEGERSTROMRCTC. For the purpose of the this Agreement, hazardous material of HM-1 category is defined as that level or type of contamination which State or Federal regulatory control agencies having jurisdiction have determined must be remediated by reason of its mere discovery regardless of whether it is disturbed by the PROJECT or not. STATE shall sign the HM-1 manifest and pay all costs for remedy or remedial action within the existing SHS right of way, except that if STATE determines, in its sole judgment, that STATE’s cost for remedy or remedial action is increased as a result of CITYRCTC’s decision to proceed with the PROJECT, that additional cost identified by STATE shall be borne by CITY but reimbursed by SEGERSTROM pursuant to this AgreementRCTC. As between CITY and SEGERSTROM, SEGERSTROM RCTC shall sign the HM-1 HM- 1 manifest and pay all costs for required remedy or remedial action outside of SHS within local road right of wayway or other property. While STATE has committed to will exert every reasonable effort to fund the remedy or remedial action for which STATE is responsible, in the event STATE is unable to provide funding, SEGERSTROM RCTC will have the option to either delay further construction of PROJECT until STATE is able to provide funding, that corrective funding or SEGERSTROM RCTC may proceed with the remedy or remedial action as a PROJECT expense without any subsequent reimbursement by STATE or CITY. Should any delay in construction of PROJECT result from SEGERSTROM’s exercise of its option herein, any damages which may be sought and obtained by Construction Contractor for such delay(s) shall be fully borne by SEGERSTROMSTATE. 5. Any remedy or remedial action with respect to any hazardous material or contamination of an HM-2 category found both within and outside the existing SHS right of way during construction shall be the responsibility of SEGERSTROM, at SEGERSTROM’s expense, as a consequence of proceeding with PROJECT construction. For the purpose of this Agreement any hazardous material or contamination of HM-2 category is defined as that level or type of contamination which said regulatory control agencies would have allowed to remain in place if undisturbed or otherwise protected in place had PROJECT not proceeded. SEGERSTROM shall sign any HM-2 manifest if construction of PROJECT proceeds and HM-2 material is removed in lieu of being treated in place.