Common use of Mutual Responsibilities Clause in Contracts

Mutual Responsibilities. The Parties agree to indemnify and hold each other harmless for any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure to comply with the terms and conditions of this Agreement, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.

Mutual Responsibilities. The Parties agree to indemnify and hold each other harmless for any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure to comply with the terms and conditions of this Agreement, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County Region understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the CountyRegion’s HIPAA compliance and that all such liability and responsibility remains that of the CountyRegion. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. Except to the extent applicable law, if any, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.. Region ISAC Xxxx Xxxxxx, Compliance Officer Phone: Phone: (000) 000-0000 E-mail: E-mail: xxxxxxx@xxxxxxxxxxxx.xxx

Mutual Responsibilities. The Parties agree: A. To abide by all applicable Federal, State and Local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010-2040 Strategic Plan, as amended, as of the Effective Date of this Agreement. B. In the event AUTHORITY determines PROJECT Management, Planning, Environmental, PS&E, ROW, and Construction work may exceed the amounts identified in Attachment A of this Agreement, AUTHORITY shall inform CITY of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the amounts identified this Agreement. In no event, however, shall any of the Parties be responsible for PROJECT costs in excess of the amounts identified in this Agreement absent a written amendment that is approved by xxxxxx Parties. C. Eligible PROJECT reimbursements shall include only those costs incurred by AUTHORITY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. D. In the event that federal funds are used in the Planning, Environmental and/or PS&E phase of work, the PARTIES acknowledge Federal Highway Administration (FHWA) requires that the PROJECT must progress to a capital phase (ROW or construction) within ten years or the federal funds may be required to be repaid to FHWA. Should repayment be required, and is a result of the PROJECT not progressing by choice, it shall be the responsibility of the PARTY that determines it is unable to move forward with the PROJECT. If it is mutually decided that the project will not move forward then repayment of any federal funds used for Public Share will be the responsibility of the AUTHORITY and any federal funds used for the Local Share will be the responsibility of the CITY. E. Neither AUTHORITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and hold each other save harmless AUTHORITY, its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. F. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by AUTHORITY and under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, AUTHORITY shall fully defend, indemnify and save harmless CITY, its officers, directors, employees or agents from all costsclaims, including attorney's fees suits or actions of every name, kind and cost description brought for or on account of collectioninjury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, that may reasonably result from such Party’s failure authority or jurisdiction delegated to comply AUTHORITY under this Agreement. G. This Agreement will be considered terminated upon reimbursement of eligible costs by CITY or September 30, 2021, whichever is sooner. Notwithstanding any other provision herein, to the extent consistent with the terms and conditions obligations hereof, any Party may terminate this Agreement at any time, with or without cause, by giving thirty (30) calendar days written notice to all the other Parties. In the event of this Agreementa termination, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of Party terminating this Agreement shall be made liable for any costs or other obligations it may have incurred under the terms of thise Agreement prior to termination. H. The Recitals to this Agreement are true and correct and are incorporated into this Agreement. I. All signatories hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by mutual consent of the Partiesexecuting this Agreement, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. hereto are formally bound to this Agreement. J. Except to the extent applicable on subjects preempted by federal law, if any, provides otherwise, this Agreement shall be governed by and construed in accordance with the laws of the state State of IowaCalifornia. All Parties agree to follow all local, state, county and federal laws and ordinances with respect to performance under this Agreement. K. The Parties agree that each Party and any authorized representative, designated in writing to the Parties, and upon reasonable notice, shall have the right during normal business hours to examine all Parties’ financial books and records with respect to this Agreement. The Parties expressly agree that jurisdiction to retain their books and records for any claim or dispute relating to or arising out a period of five (5) years from the later of; a) the date on which this Agreement resides exclusively in terminates; or b) the courts of the state of Iowa. date on which such book or record was created. L. If any provision in this Agreement should be held illegal clause or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement is illegal, invalid or unenforceable under applicable present or future laws, then it is the intention of the Parties that the remainder of this Agreement shall not be affected but shall remain in full force and effect. A waiver . M. This Agreement cannot be amended or modified in any way except in writing, signed by all Parties hereto. N. Neither this Agreement, nor any of the Parties’ rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other PartyParty in its sole, and absolute, discretion. Any such attempt of assignment shall be deemed void and of no force and effect. O. No waiver of any default shall constitute a waiver of any other default whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. P. In the event of litigation arising from this Agreement, each Party to this Agreement shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraphs E and F of this Section. Q. This Agreement may be signed in counterparts, each of which such consent shall constitute an original. This Agreement is effective and shall be dated on the date executed by AUTHORITY. R. Any notice required, authorized or permitted to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing, unless otherwise provided for herein, and shall be served personally or by reputable courier addressed to the relevant party at the address/fax number stated below: If to AUTHORITY: Xxxxx Xxxxx Director of Project Delivery 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxxx Xxx Xxxxxxxxxx, XX 00000-0000 Telephone: (000) 000-0000 If to CITY: Xxxx Xxxxxxxxxxx Director Municipal Utilities and Engineering 00 Xxxxx Xxxxxx, Xxxxx 00X REDLANDS, CA 92373 Telephone: (000) 000-0000 S. There are no third party beneficiaries, and this Agreement is not intended, and shall not be unreasonably withheld. This Agreement shall construed to be binding upon and shall inure to for the benefit of the Partiesof, their successors and permitted assigns. Neither Party shall be in default or be liable for enforceable by, any delayother person or entity whatsoever. T. Attachment A (Project Scope, failure in performance Project Cost Estimate and Funding Shares, and Project Milestones) and Attachment B (excepting Conceptual Layout) are attached to and incorporated into this Agreement. By: By: W.E. Xxxx Xxxx Xxxxxxx, Mayor President, Board of Directors Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By: By: Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx X. XxXxxx General Counsel CityITY Attorney By: Xxxxxxx Xxxx Contract Administrator The PROJECT will improve the obligation to pay) or interruption Interstate 10/University Street interchange ramps, including intersection work, turning lanes and striping. It is anticipated that AUTHORITY will be lead on all phases of service resulting directly or indirectly from any cause beyond its reasonable controlwork.

Mutual Responsibilities. ‌ The Parties agree parties to indemnify this agreement each agree: 1. To designate a person from their respective organizations who shall have responsibility for implementing and hold coordinating the provisions of this agreement, as well as operational level personnel who have the authority to deal with each other harmless on a daily basis. Insofar as is possible, each party agrees to limit the persons interacting between companies, so as to avoid confusion and extra costs. 2. To consult and cooperate with each other on a continuing basis regarding the maintenance and establishment of mutually acceptable standards and procedures for work product, as well as any and all costs, including attorney's fees and cost of collection, that may reasonably result from such Party’s failure other matters incidental to comply with carrying out the terms and conditions provisions of this Agreementagreement. 3. To not discriminate or permit discrimination against any employee, its intentional client, or negligent act client's family member on the basis of gender, age, race, color, religion, diagnosis, or omission related nationality in any manner prohibited by the laws and regulations of the United States and the State of Florida. 4. That BOARD shall not be held liable under any contracts or obligations of PROVIDER except as otherwise provided pursuant to this Agreement, or for any breach act or omission of the provisions PROVIDER, its employees or agents, and PROVIDER agrees to indemnify and hold harmless BOARD from any and all claims, actions, losses, damages, costs, expenses (excluding attorney's fees) and liabilities that are caused by or arise out of omission, fault, negligence, or any other misconduct of PROVIDER, its employees, independent contractors or agents in connection with this Agreement. 5. Liability That PROVIDER shall not be held liable under any contracts or obligations of the parties for any damages sustained BOARD except as a result of breach of otherwise provided pursuant to this Agreement, or arising for any act or omission of BOARD, its employees or agents, and BOARD agrees to indemnify and hold harmless the PROVIDER from any and all claims, actions, losses, damages, costs, expenses (excluding attorney's fees) and liabilities that are caused by or arise out of omission, fault, negligence, or any other misconduct of BOARD, its employees, independent contractors, volunteers or agents in connection with this Agreement. This paragraph shall not be construed to constitute a waiver of the statutory sovereign immunity of the BOARD or to increase either the scope or the dollar amount of the potential liability of the BOARD beyond that which is set forth in Fla. Stat. 768.28. 6. To maintain confidentiality of all applicable records, and shall not use record information in any way out of whatsoever not anticipated by this Agreementagreement. 7. To adhere to all applicable BOARD program policies and personnel requirements, shall be limited to actual damagesand comply with any Federal, State or Local law. The County understands that participation parties shall use BOARD’s clients’ medical records only for purposes of treatment, payment and healthcare operation as defined in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC privacy standards. 8. That PROVIDER is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of this Agreement shall be made by mutual consent of the Parties, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereofan independent contractor, and supersedes BOARD shall have no authority to determine the manner and method by which PROVIDER shall perform its duties hereunder. 9. That any prior agreements. Except to the extent applicable lawnotice, if anyrequest, provides otherwise, this Agreement shall be governed by the laws of the state of Iowa. The Parties expressly agree that jurisdiction for any claim or dispute relating to or arising out of this Agreement resides exclusively in the courts of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to the extent necessary to render it enforceable without losing its intentcorrespondence, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other Party, which such consent shall not be unreasonably withheld. This Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns. Neither Party document shall be in default writing and sent by registered or certified mail, return receipt requested, postage prepaid and addressed to the party to be liable for notified at the following address, or any delayother address as the party may subsequently designate by written notice to all parties, failure in performance (excepting which shall be effective as of the obligation date of posting: If to pay) or interruption BOARD: Xxxxxxx X. Xxxxx, Supervisor of service resulting directly or indirectly from any cause beyond its reasonable control.Secondary Education School Board of Clay County 00 Xxxxx Xxxxx Xxxxxx Green Cove Springs, FL32043 If to PROVIDER: Xxxxxxx Xxxxxxxx‌

Mutual Responsibilities. The Parties agree: A. To abide by all applicable federal, state and local laws and regulations pertaining to the PROJECT, including policies in the applicable program in the Measure I 2010-2040 Strategic Plan, as amended, as of the Effective Date of this Agreement. B. In the event AUTHORITY determines PROJECT Management, Planning, Environmental, PS&E, ROW and Construction work may exceed the amounts identified in Attachment A of this Agreement, AUTHORITY shall inform CITY of this determination and thereafter the Parties shall work together in an attempt to agree upon an amendment to the amounts identified this Agreement. In no event, however, shall any of the Parties be responsible for PROJECT costs in excess of the amounts identified in this Agreement absent a written amendment that is approved by all Parties. C. Eligible PROJECT reimbursements shall include only those costs incurred by AUTHORITY for PROJECT-specific work activities that are described in this Agreement and shall not include escalation or interest. D. In the event that federal funds are used in the Planning, Environmental and/or PS&E phase of work, the PARTIES acknowledge Federal Highway Administration (FHWA) requires that the PROJECT must progress to a capital phase (ROW or construction) within ten years or the federal funds may be required to be repaid to FHWA. Should repayment be required, and is a result of the PROJECT not progressing by choice, it shall be the responsibility of the PARTY that determines it is unable to move forward with the PROJECT. If it is mutually decided that the project will not move forward then repayment of any federal funds used for Public Share will be the responsibility of the AUTHORITY and any federal funds used for the Local Share will be the responsibility of the CITY. E. Neither AUTHORITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, CITY shall fully defend, indemnify and hold each other save harmless AUTHORITY, its officers, directors, employees or agents from all claims, suits or actions of every name, kind and description brought for or on account of injury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by CITY under or in connection with any work, authority or jurisdiction delegated to CITY under this Agreement. F. Neither CITY nor any officer, director, employee or agent thereof is responsible for any injury, damage or liability occurring or arising by reason of anything done or omitted to be done by AUTHORITY and under or in connection with any work, authority or jurisdiction delegated to AUTHORITY under this Agreement. It is understood and agreed that, pursuant to Government Code Section 895.4, AUTHORITY shall fully defend, indemnify and save harmless CITY, its officers, directors, employees or agents from all costsclaims, including attorney's fees suits or actions of every name, kind and cost description brought for or on account of collectioninjury (as defined by Government Code Section 810.8) occurring by reason of anything done or omitted to be done by AUTHORITY under or in connection with any work, that may reasonably result from such Party’s failure authority or jurisdiction delegated to comply AUTHORITY under this Agreement. G. This Agreement will be considered terminated upon reimbursement of eligible costs by CITY. Notwithstanding any other provision herein, to the extent consistent with the terms and conditions obligations hereof, any Party may terminate this Agreement at any time, with or without cause, by giving thirty (30) calendar days written notice to all the other Parties. In the event of this Agreementa termination, its intentional or negligent act or omission related to this Agreement, or for any breach of the provisions of this Agreement. Liability of the parties for any damages sustained as a result of breach of this Agreement, or arising in any way out of this Agreement, shall be limited to actual damages. The County understands that participation in the ISAC HIPAA Program in no way guarantees compliance with HIPAA and that ISAC is not assuming any liability or responsibility for the County’s HIPAA compliance and that all such liability and responsibility remains that of the County. Amendments of Party terminating this Agreement shall be made by mutual consent liable for any costs or other obligations it may have incurred under the terms of the PartiesAgreement prior to termination. H. The Recitals to this Agreement are true and correct and are incorporated into this Agreement. I. All signatories hereto warrant that they are duly authorized to execute this Agreement on behalf of said Parties and that by executing this Agreement, by issuance of a written amendment, signed and dated by all Parties. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof, and supersedes any prior agreements. hereto are formally bound to this Agreement. J. Except to the extent applicable on subjects preempted by federal law, if any, provides otherwise, this Agreement shall be governed by and construed in accordance with the laws of the state of IowaCalifornia. All Parties agree to follow all local, state, county and federal laws and ordinances with respect to performance under this Agreement. K. The Parties agree that each Party and any authorized representative, designated in writing to the Parties, and upon reasonable notice, shall have the right during normal business hours to examine all Parties’ financial books and records with respect to this Agreement. The Parties expressly agree that jurisdiction to retain their books and records for a period of five (5) years from the later of: a) the date on which this Agreement terminates; or b) the date on which such book or record was created. L. If any claim clause or dispute relating to or arising out provision of this Agreement resides exclusively in is illegal, invalid or unenforceable under applicable present or future laws, then it is the courts intention of the state of Iowa. If any provision in this Agreement should be held illegal or unenforceable, such provision shall be modified to Parties that the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions remainder of this Agreement shall not be affected but shall remain in full force and effect. A waiver . M. This Agreement cannot be amended or modified in any way except in writing, signed by all Parties hereto. N. Neither this Agreement, nor any of the Parties rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The Parties may not assign or otherwise transfer this Agreement or any rights or obligations herein without the prior written consent of the other PartyParty in its sole, and absolute, discretion. Any such attempt of assignment shall be deemed void and of no force and effect. O. No waiver of any default shall constitute a waiver of any other default whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. P. In the event of litigation arising from this Agreement, each Party to this Agreement shall bear its own costs, including attorney(s) fees. This paragraph shall not apply to the costs or attorney(s) fees relative to paragraphs E and F of this Section. Q. This Agreement may be signed in counterparts, each of which such consent shall constitute an original. This Agreement is effective and shall be dated on the date executed by AUTHORITY. R. Any notice required, authorized or permitted to be given hereunder or any other communications between the Parties provided for under the terms of this Agreement shall be in writing, unless otherwise provided for herein, and shall be served personally or by reputable courier addressed to the relevant party at the address/fax number stated below: If to AUTHORITY: Xxxxx Xxxxx Director of Project Delivery 0000 Xxxx Xxxxx Xxxxxx, Xxxxxx Xxxxx Xxx Xxxxxxxxxx, XX 00000-0000 Telephone: (000) 000-0000 If to CITY: Xxxxx Xxxxx Municipal Utilities & Engineering Director 00 Xxxxx Xxxxxx XXXXXXXX, XX 00000 Telephone: (000) 000-0000 S. There are no third party beneficiaries, and this Agreement is not intended, and shall not be unreasonably withheld. This Agreement shall construed to be binding upon and shall inure to for the benefit of the Partiesof, their successors and permitted assigns. Neither Party shall be in default or be liable for enforceable by, any delayother person or entity whatsoever. SAN BERNARDINO COUNTY TRANSPORTATION AUTHORITY CITY OF REDLANDS By:_ By:_ Xxxxxx Xxxxxxxxx Xxxx X. Xxxxxx President, failure in performance (excepting the obligation to pay) or interruption Board of service resulting directly or indirectly from any cause beyond its reasonable control.Directors Mayor, City of Redlands Date: Date: APPROVED AS TO FORM APPROVED AS TO FORM AND PROCEDURE: By:_ By:_ Xxxxxx Xxxxxxxx Xxxxxxxx Xxxxxx X. XxXxxx General Counsel City Attorney