Tenant’s Responsibilities Except as expressly provided in Paragraph 10.1 above, Tenant shall, at its sole cost, maintain the entire Premises and every part thereof, including without limitation, windows, skylights, window frames, plate glass, freight docks, doors and related hardware, interior walls and partitions, and the electrical, plumbing, lighting, heating and air conditioning systems in good order, condition and repair. Tenant shall deliver to Landlord, every six (6) months during the Lease Term, a certificate of maintenance or its equivalent, signed by a licensed HVAC repair and maintenance contractor and stating that the heating and air conditioning systems servicing the Premises have been inspected, serviced and are in good order, condition and repair. Tenant's failure to deliver said certificate or its equivalent within thirty (30) days following written notice from Landlord that said certificate is past due shall be a Default by Tenant. If Tenant fails to make repairs or perform maintenance work required of Tenant hereunder within fifteen (15) days after notice from Landlord specifying the need for such repairs or maintenance work, Landlord or Landlord's agents may, in addition to all other rights and remedies available hereunder or by law and without waiving any alternative remedies, enter into the Premises and make such repairs and/or perform such maintenance work. If Landlord makes such repairs and/or performs such maintenance work, Tenant shall reimburse Landlord upon demand and as Additional Rent, for the cost of such repairs and/or maintenance work. Landlord shall have no liability to Tenant for any damage, inconvenience or interference with the use of the Premises by Tenant or Tenant's agents as a result of Landlord performing any such repairs or maintenance (unless such damage, inconvenience or interference is caused by the gross negligence or willful misconduct of Landlord or its agents, employees or contractors); provided, however, under no circumstances shall Landlord be liable to Tenant for claims of lost profits, loss of business or lost income. Tenant shall reimburse Landlord, on demand and as Additional Rent, for the cost of damage to the Premises and/or Common Area caused by Tenant or Tenant's agents, employees or contractors. Tenant expressly waives the benefits of any statute now or hereafter in effect (including without limitation the provisions of subsection 1 of Section 1932, Section 1941 and Section 1942 of the California Civil Code and any similar law, statute or ordinance now or hereafter in effect) which would otherwise afford Tenant the right to make repairs at Landlord's expense (or to deduct the cost of such repairs from Rentals due hereunder) or to terminate this Lease because of Landlord's failure to keep the Premises in good and sanitary order.
Landlord’s Responsibilities (a) Landlord shall correct, repair or replace, at Landlord's sole cost and expense and not as a Project Cost, any non-compliance of the Building exterior and the Common Areas with all applicable building permits and codes in effect as of the Commencement Date, including, without limitation, the provisions of Title III of the Americans With Disabilities Act ("ADA") in effect as of the Commencement Date. Said costs of compliance shall be Landlord's sole cost and shall not be part of Project Costs. Landlord shall correct, repair or replace any non-compliance of the Building exterior and the Common Areas with any revisions or amendments to the ADA in effect after the Commencement Date, provided that the amortized cost of such repairs or replacements (amortized over the useful life thereof using a market cost of funds reasonably determined by Landlord) shall be included as Project Costs payable by Tenant. All other ADA compliance issues which pertain to the Premises, including, without limitation, in connection with Tenant's construction of any alterations or other improvements in the Premises (and any resulting ADA compliance requirements in the Common Areas), the Tenant Improvements and the operation of Tenant's business and employment practices in the Premises, shall be the responsibility of Tenant at its sole cost and expense. Landlord shall, during the initial Lease Term, correct, repair or replace, at Landlord's sole cost and expense and not as a Project Cost, any failure of the structural components of the roof, foundations, footings and load-bearing walls of the Building. The repairs, corrections or replacements required of Landlord or of Tenant under the foregoing provisions of this Section 2.4 shall be made promptly following notice of non-compliance from any applicable governmental agency.
(b) Landlord warrants to Tenant that the Shell Building Improvements as defined in the Discovery Outline Specifications (as defined in the Work Letter) and the Tenant Improvements to be completed pursuant to the Work Letter shall be free from defects in workmanship or materials for a period of twelve (12) months from the Commencement Date. Landlord shall promptly rectify any non-compliance at its sole cost and expense after receipt of written notice from Tenant within such time setting forth the nature and extent of any such non-compliance. Landlord shall obtain customary warranties and guaranties from the contractor(s) performing the Tenant Improvement work and/or the manufacturers of equipment installed but shall be under no obligation to incur additional expense in order to obtain or extend such warranties. If after expiration of the initial twelve (12) months of the Lease Term, Tenant is required to make repairs to any component of the Premises or any of its systems for which Landlord may have obtained a warranty, Landlord shall, upon request by Tenant, use its good faith efforts to pursue its rights under any such warranties for the benefit of Tenant. Landlord shall be under no obligation to incur any expense in connection with asserting rights under such warranties or guaranties against either the contractor or the manufacturer, but shall use reasonable good faith efforts to enforce such warranties and guaranties for Tenant's benefit.
(c) Notwithstanding the provisions of Section 7.2 of this Lease, Landlord agrees to maintain and repair, at its sole cost and expense and not as an Operating Expense the structural components of the roof and Building, including floor/ceiling slabs, columns, beams, walls and the foundations and footings of the Building during the initial Lease Term. If a non-compliance with the foregoing warranty exists, Landlord shall, promptly after receipt of the written notice from Tenant setting forth the nature and extent of such non-compliance, rectify same at Landlord's sole cost and expense.
Tenant’s Responsibility (a) Except to the extent contributed to by a Landlord Party and except for those matters listed in Section 9.5(a) for which the Landlord shall be responsible, the Tenant shall be solely responsible and liable for any work required by any governmental authority having jurisdiction with respect to any Contaminants on, in or under the Premises during the Term of the Lease. Except (i) as caused by or contributed to by a Landlord Party, and (ii) for those matters listed in Section 9.5(a), the Tenant shall indemnify, defend (utilizing counsel satisfactory to the Landlord) and hold harmless the Landlord and the Landlord’s respective officers, directors, beneficiaries, shareholders, partners, agents and employees from all Claims arising out of or in any way connected with any Release of any Contaminants that occurs during the Term of this Lease, at, in, on, from, under, or about the Premises or the Building, or which arises at any time from the Tenant’s use or occupancy of the Premises, or from the Tenant’s failure to provide all information, make all submissions, and take steps required by all authorities under Environmental Law.
(b) Upon the occurrence of any material Release of a Contaminant at the Premises and upon the Tenant becoming aware of such Release, the Tenant shall immediately give written notice to the Landlord. In any event, the Tenant shall immediately take all steps required by Environmental Law to remedy or otherwise address the situation giving rise to any Release.
(c) If any work is required in accordance with this section 9.2 the Tenant shall prepare all necessary studies, plans and proposals and submit them to the Landlord for approval, which approved shall not be unreasonably withheld, provide all bonds and other security required by any lawful governmental authorities and carry out the work required. In carrying out such work, the Tenant shall keep the Landlord fully informed of the progress of the work. If the Landlord has reasonable grounds for believing that the Tenant will not promptly or properly carry out such work, the Landlord may, in its sole discretion, elect to carry out all such work, or any part of it, and if the Landlord does so, the Tenant shall pay for all costs in connection therewith, within thirty (30) days after the Landlord has incurred the costs and made written demand to the Tenant.
(d) The Tenant covenants, acknowledges and agrees that its obligations and liabilities under this Section shall survive the expiration or earlier termination of this Lease.
Licensee’s Responsibilities Licensee will be responsible for any and all damage to or relocation of existing facilities. Further, Licensee shall reimburse the City for all costs of replacing or repairing any property of the City, or of others, that is damaged by or on behalf of Licensee as a result of activities under this Agreement.
COUNTY’S RESPONSIBILITIES A. A County program liaison will monitor the submission of all correspondence required in this Agreement, including, but not limited to:
1. Quarterly Treatment Reports;
2. Financial reports such as annual budgets, cost allocation plans, and cost reports;
3. Incident reports;
4. Outcome data;
5. Monthly XXXXX Reports
6. Other requested reports
B. A County program liaison may visit Contractor during the contract term. The visits shall be for the purpose of reviewing any aspect of Contractor’s program operations. The visit may include, but is not limited to:
1. Review all pertinent participant records.
2. Conduct appropriate interviews/discussions with participants served by Contractor.
3. Review and monitor all correspondence and reports submitted by Contractor related to Contractor’s services provided under this Agreement.
4. Meet with appropriate program management and operations staff.
5. Conduct site visit(s) to Contractor’s program(s) at least once during the term of the Agreement to review all aspects of program operations. Site visit(s) may include a review of Contractor’s programmatic and fiscal documentation related to required reports on services specified in the Exhibits.
a. Provide a written site review report documenting areas of compliance and any necessary corrective action(s) required.
6. A County program liaison may attend an organized activity of a selected component or selected components of Contractor’s program(s) at least once during the contract term.
C. AODS will conduct periodic mandatory treatment provider meetings with representatives of all contracted service providers and appropriate staff.
D. Provide ongoing technical assistance as needed.
E. AODS shall act as intermediary on behalf of each contracted alcohol and drug service provider in the submission of the California Outcomes Measurement System (CalOMS) data submissions to the State of California.
I. GENERAL ADMINISTRATIVE REQUIREMENTS
A. Attend each of the following meetings:
1. Contractor shall attend periodic mandatory meetings; and
2. Drug and Alcohol Information System for You (DAISY) User Group meeting.
3. Other meetings as required by the County
B. Contractor shall acknowledge the San Mateo County Alcohol and Other Drug Services (AODS) and/or the County of San Mateo as a funding source on newly developed promotional materials.
C. Subcontracting requirements:
1. Pursuant to paragraph 12 of the body of this Agreement, Contractor may subcontract for provision of services described in this Agreement with written approval of the Director of the Human Services Agency or her designee. If Contractor subcontracts for any services under this Agreement, Contractor will guarantee that any and all subcontractors have and maintain the same level of insurance coverage required of the Contractor under this Agreement. Contractor and County will be listed as additional insured on all applicable insurance of subcontractor.
Landlord’s Responsibility During the term of this Lease, Landlord shall maintain in good condition and repair, and replace as necessary, the roof, exterior walls, foundation and structural frame of the Building and the parking and landscaped areas, the costs of which shall be included in Operating Expenses; provided, however, that to the extent any of the foregoing items require repair because of the negligence, misuse, or default of Tenant, its employees, agents, customers or invitees, Landlord shall make such repairs solely at Tenant's expense.
CITY’S RESPONSIBILITIES 2.1. The CITY shall designate in writing a project coordinator to act as the CITY's representative with respect to the services to be rendered under this Agreement (the "Project Coordinator"). The Project Coordinator shall have authority to transmit instructions, receive information, interpret and define the CITY's policies and decisions with respect to the CONTRACTOR's services for the Project. However, the Project Coordinator is not authorized to issue any verbal or written orders or instructions to the CONTRACTOR that would have the effect, or be interpreted to have the effect, of modifying or changing in any way whatever:
(a) The scope of services to be provided and performed by the CONTRACTOR;
(b) The time the CONTRACTOR is obligated to commence and complete all such services; or
(c) The amount of compensation the CITY is obligated or committed to pay the CONTRACTOR. Any such modifications or changes ((a) (b) or (c)) shall only be made by or upon the authorization of the CITY’s city manager as authorized by city council in the enabling legislation or in the CITY’s procurement policies.
2.2. The Project Coordinator shall:
(a) Review and make appropriate recommendations on all requests submitted by the CONTRACTOR for payment for services and work provided and performed in accordance with this Agreement;
(b) Arrange for access to and make all provisions for the CONTRACTOR to enter the Project site to perform the services to be provided by the CONTRACTOR under this Agreement; and
(c) Provide notice to the CONTRACTOR of any deficiencies or defects discovered by the CITY with respect to the services to be rendered by the CONTRACTOR hereunder.
2.3. The CONTRACTOR acknowledges that access to the Project Site, to be arranged by the CITY for the CONTRACTOR, may be provided during times that are not the normal business hours of the CONTRACTOR.
Client’s Responsibilities (a) Client agrees to advise Consultant regarding Client's Project requirements and to provide all relevant information, surveys, data and previous reports accessible to Client which Consultant may reasonably require.
(b) Client shall designate a Project Representative to whom all communications from Consultant shall be directed and who shall have limited administrative authority on behalf of Client to receive and transmit information and make decisions with respect to the Project. Said representative shall not, however, have authority to bind Client as to matters of governmental policy or fiscal policy, nor to contract for additions or obligations exceeding a value which is the lesser of $5000 or 5% of the maximum contract price.
(c) Client shall examine all documents presented by Consultant, and render decisions pertaining thereto within a reasonable time. The Client's approval of any drawings, specifications, reports, documents or other materials or product furnished hereunder shall not in any way relieve Consultant of responsibility for the professional adequacy of its work.
(d) Client shall perform its obligations and render decisions within a reasonable time under the circumstances presented. Based upon the nature of Client and its requirements, a period of 14 days shall be presumed reasonable for any decision not involving policy decision or significant financial impact, when all information reasonably necessary for Client to responsibly render a decision has been furnished. A period of 46 days shall be presumed reasonable for Client to act with respect to any matter involving policy or significant financial impact. The above periods of presumed reasonableness shall be extended where information reasonably required is not within the custody or control of Client but must be procured from others.
Your Responsibilities 7.1 You are responsible for installing and configuring, and using the Service, Software, and Hardware, including account set up and configuration settings (unless NCR Voyix provides remote support for any of the foregoing as part of your subscription to the Service), compliance with applicable laws and regulations, and establishing any payment processing or other services certified by NCR Voyix for use with the Service (including through NCR Voyix’s wholly owned affiliates). You are solely responsible for reviewing any default or automated settings and configuring applicable settings to meet all legal, regulatory and other requirements applicable to your business. NCR shall have no liability in connection with such settings or configurations. You acknowledge that NCR Voyix does not provide legal, tax or accounting advice. You will provide NCR Voyix access to your network, system, data, and relevant information as reasonably required to perform the Service. You acknowledge that NCR Voyix personnel may require, and you will provide, the ability to access and correct transaction or input data while the Service is being provided to you. NCR Voyix is not responsible for any damage caused by errors or omissions in any information, instructions, data, or scripts you or a third party provides on your behalf in connection with the Service, or any actions NCR Voyix takes at your direction.
7.2 To use the Service, you must maintain internet access at your own expense. NCR VOYIX IS NOT RESPONSIBLE FOR AND DOES NOT WARRANT THE PERFORMANCE OF ANY INTERNET SERVICE OR OTHER PROVIDER OR ITS SERVICES, AND YOU AGREE THAT NCR VOYIX HAS NO LIABILITY TO YOU FOR SUCH PERFORMANCE OR SERVICES.
7.3 Title to hardware, software, systems, documentation, and other intellectual property NCR Voyix uses to provide the Service will remain with NCR Voyix or its licensors, unless otherwise agreed in writing. You will take reasonable actions to protect NCR Voyix’s intellectual property rights.
7.4 You are responsible for complying with all rules, bylaws, programs, and regulations of the payment card networks in connection with your use of the Service, Software and Hardware, as applicable. You will defend and indemnify NCR Voyix against any claim or loss resulting from your failure to fulfill your responsibilities under this Section.
7.5 Certain Services may perform analysis of transaction records designed to identify transaction patterns and activity that may be indicative of fraud. You acknowledge that the indicia reported by such Services may not necessarily be the result of fraudulent activity. You are responsible for performing its own evaluation of any results. NCR Voyix does not guarantee the detection of fraudulent transactions.
7.6 You are responsible for all data, information, materials and instructions (“Customer Instructions”) provided to NCR Voyix by you or on your behalf. NCR Voyix is entitled to rely upon Customer Instructions. In no event will NCR Voyix be liable with respect to any loss, liability, cost, damage, or expense arising out of a claim by you or any third party to the extent that claim arises as a result of NCR Voyix’s compliance with Customer Instructions.
Your Rights and Our Responsibilities After We Receive Your Written Notice We must acknowledge your letter within 30 days, unless we have corrected the error by then. Within 90 days, we must either correct the error or explain why we believe the bill was correct. After we receive your letter, we cannot try to collect any amount you question, or report you as delinquent. We can continue to bill you for the amount you question, including finance charges and we can apply any unpaid amount against your credit limit. You do not have to pay any questioned amount while we are investigating, but you are still obligated to pay the parts of your bill that are not in question. If we find that we made a mistake on your bill, you will not have to pay any finance charges related to any questioned amount. If we didn’t make a mistake, you may have to pay finance charges, and you will have to make up any missed payments on the questioned amount. In either case, we will send you a statement of the amount you owe and the date that it is due. If you fail to pay the amount that we think you owe, we may report you as delinquent. However, if our explanation does not satisfy you and you write to us within ten days telling us that you still refuse to pay, we must tell anyone we report you to that you have a question about your bill. In addition, we must tell you the name of anyone we reported you to. Upon settlement of a disputed bill, we must notify anyone we reported you to that the matter has been settled. If we don’t follow these rules, we can’t collect the first $50 of the questioned amount, even if your bill was correct.
