Common use of RESPONSIBILITIES OF CITY Clause in Contracts

RESPONSIBILITIES OF CITY. 2.1 As part of this Agreement CITY agrees to assume the following responsibilities: (a) CITY shall maintain in full force and effect, in accordance with their respective terms, all guarantees, warranties, easements, permits, licenses and other similar approvals and consents received or granted to CITY as owner of all Facilities and component parts thereof; (b) CITY shall be responsible for all capital replacement and maintenance/repair expenditures (except for the labor provided by OMWD) that CITY determines necessary and required, provided that OMWD will first be consulted for justification and need; (c) CITY shall be responsible for filing, obtaining, and maintaining the current NPDES permit for discharge of wastewater; and for filing all required reports under the Emergency Planning and Community Right‐To‐Know Act or any other statute or authority; provided, however, OMWD shall assist CITY with preparing these filings prior to required filing dates and deadlines. OMWD shall provide ongoing assistance regarding the maintenance of these permits for CITY; (d) CITY shall at all times provide access to the Facilities for OMWD, its agents and employees; (e) CITY shall provide OMWD the use of all existing wastewater and stormwater equipment owned by CITY, necessary for the operation and maintenance of the Facilities; OMWD and the CityCITY agree to mutual sharing of equipment resources of both entities when practical. (f) CITY shall be responsible for all fines imposed for process upsets and violations of discharge limits attributable to the operation and maintenance of the Facilities to the extent set forth in Section 1.7 as well as fines imposed for failure to report as required by Section 2.1(c).; (g) CITY shall designate the Oskaloosa City Manager to act as a primary liaison with OMWD in connection with the performance of services by OMWD under this Agreement; the Oskaloosa Public Works Director or City Engineer shall act as a secondary liaison with OWMD; and (h) CITY shall bear all costs incurred as a result of regulatory requirements not in effect on the Effective Date of this Agreement. 2.2 CITY shall maintain in full force and effect all existing policies of property and general liability insurance pertaining to the Facilities. CITY shall furnish OMWD with Certificates of Insurance as evidence that such policies are in full force and effect under such policies. Such policies shall provide that no less than thirty (30) days advance notice of cancellation, termination or alteration shall be sent directly to OMWD and CITY. 2.3 To the extent allowed by law, CITY shall indemnify and hold OMWD, its officers, employees and agents, harmless under this Agreement for any and all claims, damages, costs or expenses caused by malfunction or failure of the Facilities or any components thereof or other liability or loss including injury, death, or damages to any person or property related in any way to the performance of this Agreement to the extent such claims, damages, costs, expenses, liability or loss are caused by the negligent acts, errors or omissions of CITY. Additionally, to the extent allowed by law, CITY shall indemnify OMWD, its officers, employees and agents harmless for any and all fines, penalties, attorney's fees and damages resulting from CITY's failure to comply with permitting, reporting or other statutory or regulatory requirements which are the responsibility of the CITY. This provision shall survive the termination of this Agreement.

RESPONSIBILITIES OF CITY. 2.1 As part of this Agreement CITY agrees to assume the following responsibilities: (a) CITY shall maintain in full force and effect, in accordance with their respective terms, all guarantees, warranties, easements, permits, licenses and other similar approvals and consents received or granted to CITY as owner of all Facilities and component parts thereof; (b) CITY shall be responsible for all capital replacement and maintenance/repair expenditures (except for the labor provided by OMWD) that CITY determines necessary and required, provided that OMWD will first be consulted for justification and need; (c) CITY shall be responsible for filing, obtaining, and maintaining the current NPDES permit for discharge of wastewater; and for filing all required reports under the Emergency Planning and Community Right‐To‐Know Right-To-Know Act or any other statute or authority; provided, however, OMWD shall assist CITY with preparing these filings prior to required filing dates and deadlines. OMWD shall provide ongoing assistance regarding the maintenance of these permits for CITY; (d) CITY shall at all times provide access to the Facilities for OMWD, its agents and employees; (e) CITY shall provide OMWD the use of all existing wastewater and stormwater equipment owned by CITY, necessary for the operation and maintenance of the Facilities; OMWD and the CityCITY agree to mutual sharing of equipment resources of both entities when practical.; (f) CITY shall be responsible for all fines imposed for process upsets and violations of discharge limits attributable to the operation and maintenance of the Facilities to the extent set forth in Section 1.7 as well as fines imposed for failure to report as required by Section 2.1(c).; (g) CITY shall designate the Oskaloosa City Manager to act as a primary liaison with OMWD in connection with the performance of services by OMWD under this Agreement; the Oskaloosa Public Works Director or City Engineer shall act as a secondary liaison with OWMD; and (h) CITY shall bear all costs incurred as a result of regulatory requirements not in effect on the Effective Date of this Agreement. 2.2 CITY shall maintain in full force and effect all existing policies of property and general liability insurance pertaining to the Facilities. CITY shall furnish OMWD with Certificates of Insurance as evidence that such policies are in full force and effect under such policies. Such policies shall provide that no less than thirty (30) days advance notice of cancellation, termination or alteration shall be sent directly to OMWD and CITY. 2.3 To the extent allowed by law, CITY shall indemnify and hold OMWD, its officers, employees and agents, harmless under this Agreement for any and all claims, damages, costs or expenses caused by malfunction or failure of the Facilities or any components thereof or other liability or loss including injury, death, or damages to any person or property related in any way to the performance of this Agreement to the extent such claims, damages, costs, expenses, liability or loss are caused by the negligent acts, errors or omissions of CITY. Additionally, to the extent allowed by law, CITY shall indemnify OMWD, its officers, employees and agents harmless for any and all fines, penalties, attorney's fees and damages resulting from CITY's failure to comply with permitting, reporting or other statutory or regulatory requirements which are the responsibility of the CITY. This provision shall survive the termination of this Agreement.

RESPONSIBILITIES OF CITY. 2.1 As City shall perform the following in a timely manner so as not to delay the services of FNI: A. City recognizes and expects that certain Change Orders may be required. Unless noted otherwise, the City should budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. Further, City recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omission, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation furnished by Engineer or in the other professional services performed or furnished by Engineer under this Agreement CITY (“Covered Change Orders”). Accordingly, City agrees to assume pay for Change Orders and otherwise to make no claim directly or indirectly against Engineer on the following responsibilities: (a) CITY shall maintain in full force and effectbasis of professional negligence, in accordance breach of contract, or otherwise with their respective terms, all guarantees, warranties, easements, permits, licenses and other similar approvals and consents received or granted respect to CITY as owner the costs of approved Covered Change Orders unless the aggregate costs of all Facilities such approved Covered Change Orders exceed 2% of construction costs for new construction and component parts thereof; (b) CITY shall be responsible 4% of construction costs for all capital replacement and maintenance/repair expenditures (except reconstruction. Any responsibility of Engineer for the labor provided costs of Covered Changed Orders in excess of such percentage will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include: • any costs that City would have incurred if the Covered Change Order work had been included originally in the Contract Documents and without any other error or omission of Engineer related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by OMWD) the City. • Any costs that CITY determines necessary and requiredare due to the Contractor Nothing in this provision creates a presumption that, provided that OMWD will first be consulted or changes the professional liability standard for justification and need; (c) CITY shall be responsible determining if, Engineer is liable for filingthe cost of Covered Change Orders in excess of the percent of Construction Cost stated above or for any other Change Order. Wherever used in this document, obtainingthe term Engineer includes Engineer’s officers, directors, partners, employees, agents, and maintaining the current NPDES permit for discharge of wastewater; and for filing all required reports under the Emergency Planning and Community Right‐To‐Know Act or any other statute or authority; provided, however, OMWD shall assist CITY with preparing these filings prior to required filing dates and deadlines. OMWD shall provide ongoing assistance regarding the maintenance of these permits for CITY; (d) CITY shall at all times provide access to the Facilities for OMWD, its agents and employees; (e) CITY shall provide OMWD the use of all existing wastewater and stormwater equipment owned by CITY, necessary for the operation and maintenance of the Facilities; OMWD and the CityCITY agree to mutual sharing of equipment resources of both entities when practicalEngineers Consultants. (f) CITY shall be responsible for all fines imposed for process upsets and violations of discharge limits attributable to the operation and maintenance of the Facilities to the extent set forth B. Designate in Section 1.7 as well as fines imposed for failure to report as required by Section 2.1(c).; (g) CITY shall designate the Oskaloosa City Manager writing a person to act as a primary liaison City’s representative with OMWD in connection with respect to the performance of services by OMWD to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to FNI’s services for the Project. C. Provide all criteria and full information as to City’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which City will require to be included in the Oskaloosa Public Works Director drawings and specifications. D. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including previous reports and any other data relative to design or City Engineer shall act construction of the Project. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as a secondary liaison with OWMD; and (h) CITY shall bear all costs incurred as a result of regulatory requirements not in effect on the Effective Date of required for FNI to perform services under this Agreement. 2.2 CITY shall maintain F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as City deems appropriate for such examination and render in full force writing decisions pertaining thereto within a reasonable time so as not to delay, or cause rework in, the services of FNI. G. Furnish approvals and effect permits from all existing policies governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of property the Project. H. Provide such accounting, independent cost estimating and general liability insurance counseling services as may be required for the Project, such legal services as City may require or FNI may reasonably request with regard to legal issues pertaining to the Facilities. CITY shall furnish OMWD Project including any that may be raised by Contractor(s), such auditing service as City may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as City may require to ascertain that Contractor(s) are complying with Certificates of Insurance as evidence that such policies are in full force any law, rule, regulation, ordinance, code or order applicable to their furnishing and effect under such policies. Such policies shall provide that no less than thirty (30) days advance notice of cancellation, termination or alteration shall be sent directly to OMWD and CITYperforming the work. 2.3 To I. Attend the extent allowed by lawpre-bid conference, CITY shall indemnify bid opening, preconstruction conferences, construction progress and hold OMWDother job related meetings and substantial completion inspections and final payment inspections. J. Give prompt written notice to FNI whenever City observes or otherwise becomes aware of any development that affects the scope or timing of FNI’s services, its officers, employees and agents, harmless under this Agreement for or any and all claims, damages, costs defect or expenses caused by malfunction or failure nonconformance of the Facilities or work of any components thereof or other liability or loss including injury, deathContractor. K. Furnish, or damages direct FNI to any person or property related provide, Additional Services as stipulated in any way to the performance Attachment SC, Article III of this Agreement to the extent such claims, damages, costs, expenses, liability or loss are caused by the negligent acts, errors or omissions of CITY. Additionally, to the extent allowed by law, CITY shall indemnify OMWD, its officers, employees and agents harmless for any and all fines, penalties, attorney's fees and damages resulting from CITY's failure to comply with permitting, reporting or other statutory or regulatory services as required. L. Bear all costs incident to compliance with the requirements which are the responsibility of the CITY. This provision shall survive the termination of this Agreement.Article V.

RESPONSIBILITIES OF CITY. 2.1 As City shall perform the following in a timely manner so as not to delay the services of FNI: A. City recognizes and expects that certain Change Orders may be required. Unless noted otherwise, the City shall budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. Further, City recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omission, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation furnished by Engineer or in the other professional services performed or furnished by Engineer under this Agreement (“Covered Change Orders”). Accordingly, City agrees to pay for Change Orders and otherwise to make no claim directly or indirectly against Engineer on the basis of professional negligence, breach of contract, or otherwise with respect to the costs of approved Covered Change Orders unless the aggregate costs of all such approved Covered Change Orders exceed 2% for new construction and 4% for reconstruction. Any responsibility of Engineer for the costs of Covered Changed Orders in excess of such percentage will be determined on the basis of applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include: • any costs that City would have incurred if the Covered Change Order work had been included originally in the Contract Documents and without any other error or omission of Engineer related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by the City. • Any costs that are due to the Contractor Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, Engineer is liable for the cost of Covered Change Orders in excess of the percent of Construction Cost stated above or for any other Change Order. Wherever used in this document, the term Engineer includes Engineer’s officers, directors, partners, employees, agents, and Engineers Consultants. B. Designate in writing a person to act as City’s representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret and define City’s policies and decisions with respect to FNI’s services for the Project. C. Provide all criteria and full information as to City’s requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which City will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. X. Xxxxxxx for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. F. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as City deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. H. City shall make or arrange to have made all subsurface investigations, including but not limited to borings, test pits, soil resistivity surveys, and other subsurface explorations. City shall also make or arrange to have made the interpretations of data and reports resulting from such investigations. All costs associated with such investigations shall be paid by City. I. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as City may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as City may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as City may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. J. City shall determine, prior to receipt of construction bid, if FNI is to furnish Resident Project Representative service so the Bidders can be informed. X. If City designates a person to serve in the capacity of Resident Project Representative who is not FNI or FNI’s agent or employee, the duties, responsibilities and limitations of authority of such Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of this Agreement CITY agrees to assume before the following responsibilities:Construction Phase of the Project begins. Said attachment shall also set forth appropriate modifications of the Construction Phase services as defined in Attachment SC, Article I, C, together with such adjustment of compensation as appropriate. (a) CITY shall maintain in full force and effectL. Attend the pre-bid conference, in accordance with their respective termsbid opening, all guaranteespreconstruction conferences, warranties, easements, permits, licenses construction progress and other similar approvals job related meetings and consents received substantial completion inspections and final payment inspections. M. Give prompt written notice to FNI whenever City observes or granted to CITY as owner otherwise becomes aware of all Facilities and component parts thereof; (b) CITY shall be responsible for all capital replacement and maintenance/repair expenditures (except for any development that affects the labor provided by OMWD) that CITY determines necessary and requiredscope or timing of FNI’s services, provided that OMWD will first be consulted for justification and need; (c) CITY shall be responsible for filing, obtaining, and maintaining the current NPDES permit for discharge of wastewater; and for filing all required reports under the Emergency Planning and Community Right‐To‐Know Act or any other statute defect or authority; provided, however, OMWD shall assist CITY with preparing these filings prior to required filing dates and deadlines. OMWD shall provide ongoing assistance regarding the maintenance of these permits for CITY; (d) CITY shall at all times provide access to the Facilities for OMWD, its agents and employees; (e) CITY shall provide OMWD the use of all existing wastewater and stormwater equipment owned by CITY, necessary for the operation and maintenance nonconformance of the Facilities; OMWD and the CityCITY agree to mutual sharing work of equipment resources of both entities when practicalany Contractor. (f) CITY shall be responsible for all fines imposed for process upsets and violations of discharge limits attributable to the operation and maintenance of the Facilities to the extent set forth in Section 1.7 as well as fines imposed for failure to report as required by Section 2.1(c).; (g) CITY shall designate the Oskaloosa City Manager to act as a primary liaison with OMWD in connection with the performance of services by OMWD under this Agreement; the Oskaloosa Public Works Director or City Engineer shall act as a secondary liaison with OWMD; and (h) CITY shall bear all costs incurred as a result of regulatory requirements not in effect on the Effective Date of this Agreement. 2.2 CITY shall maintain in full force and effect all existing policies of property and general liability insurance pertaining to the Facilities. CITY shall furnish OMWD with Certificates of Insurance as evidence that such policies are in full force and effect under such policies. Such policies shall provide that no less than thirty (30) days advance notice of cancellation, termination or alteration shall be sent directly to OMWD and CITY. 2.3 To the extent allowed by law, CITY shall indemnify and hold OMWD, its officers, employees and agents, harmless under this Agreement for any and all claims, damages, costs or expenses caused by malfunction or failure of the Facilities or any components thereof or other liability or loss including injury, deathN. Furnish, or damages direct FNI to any person or property related provide, Additional Services as stipulated in any way to the performance Attachment SC, Article II of this Agreement to the extent such claims, damages, costs, expenses, liability or loss are caused by the negligent acts, errors or omissions of CITY. Additionally, to the extent allowed by law, CITY shall indemnify OMWD, its officers, employees and agents harmless for any and all fines, penalties, attorney's fees and damages resulting from CITY's failure to comply with permitting, reporting or other statutory or regulatory services as required. O. Bear all costs incident to compliance with the requirements which are the responsibility of the CITY. This provision shall survive the termination of this AgreementArticle IV.

RESPONSIBILITIES OF CITY. 2.1 As part The City acknowledges and agrees to the following terms and conditions in exchange for the NUSD’s grant of use of the Subject Property that is the subject of this Agreement CITY agrees to assume the following responsibilitiesagreement: (a) CITY shall maintain in full force and effecta. The City will pay the NUSD $1 per year for three years commencing upon the Notice of Completion of the Project being filed with the County of Marin, in accordance with their respective termsor July 1, all guarantees2020, warranties, easements, permits, licenses and other similar approvals and consents received or granted to CITY as owner of all Facilities and component parts thereofwhichever is earlier; (b) CITY shall be responsible for b. City will comply with all capital replacement City, state and maintenance/repair expenditures (except for the labor provided by OMWD) that CITY determines necessary federal, rules, ordinances and required, provided that OMWD will first be consulted for justification and need; (c) CITY shall be responsible for filing, obtaining, and maintaining the current NPDES permit for discharge of wastewater; and for filing all required reports under the Emergency Planning and Community Right‐To‐Know Act or any other statute or authority; provided, however, OMWD shall assist CITY with preparing these filings prior laws applicable to required filing dates and deadlines. OMWD shall provide ongoing assistance regarding the maintenance of these permits for CITY; (d) CITY shall at all times provide access to the Facilities for OMWD, its agents and employees; (e) CITY shall provide OMWD the use of the Subject Property by City at its sole cost and expense; c. The City will acquire all existing wastewater licenses and stormwater equipment owned by CITY, necessary for the operation and maintenance permits applicable to its use of the Facilities; OMWD and site at its own cost. The NUSD agrees to cooperate with the CityCITY agree to mutual sharing City as needed; d. During construction of equipment resources the Project, effective upon execution of both entities when practical. (f) CITY shall be responsible for all fines imposed for process upsets and violations this MOU through the time that the Notice of discharge limits attributable Completion of the Project is filed with the County of Marin, the City will inform the NUSD with a schedule of the proposed uses of the subject site, subject to the operation review and maintenance approval of NUSD, and will give one (1) week notice to the NUSD for any changes in proposed use; e. Following completion of the Facilities Project, the City will inform the NUSD with a schedule of the proposed uses of the Subject Property at the beginning of the fiscal year (July 1) and will give one (1) week notice to the extent set forth in Section 1.7 as well as fines imposed NUSD for failure to report as required by Section 2.1(c).additional events or other needs at the Subject Property; (g) CITY shall designate f. As a part of the Oskaloosa Project, the City Manager will install a gate on city property across the proposed new drive aisle at the border of the NUSD and City property, which will stay closed during normal operations. Gate will be opened based upon annual schedule provided to act as the NUSD and other noticed events or other needs; g. The City will provide a primary liaison with OMWD copy of all design and construction plans for its improvements to the Subject Property to the NUSD. NUSD must approve the plans, in connection writing, prior to improvements being made, said approval will not be unreasonably withheld; h. The City will work closely with the performance of NUSD to identify and properly address all safety concerns and impacts with traffic flow, parking, facilities, operations and emergency services by OMWD under this Agreement; the Oskaloosa Public Works Director or City Engineer shall act as a secondary liaison with OWMD; and (h) CITY shall bear all costs incurred as a result of regulatory requirements not in effect on the Effective Date of this Agreement. 2.2 CITY shall maintain in full force and effect all existing policies of property and general liability insurance pertaining to the Facilities. CITY shall furnish OMWD with Certificates of Insurance as evidence that such policies are in full force and effect under such policies. Such policies shall provide that no less than thirty (30) days advance notice of cancellation, termination or alteration shall be sent directly to OMWD and CITY. 2.3 To the extent allowed by law, CITY shall indemnify and hold OMWD, its officers, employees and agents, harmless under this Agreement for any and all claims, damages, costs or expenses caused by malfunction or failure of the Facilities or any components thereof or other liability or loss including injury, death, or damages to any person or property related in any way to the performance of this Agreement to the extent such claims, damages, costs, expenses, liability or loss are access caused by the negligent acts, errors or omissions of CITY. Additionally, to the extent allowed by law, CITY shall indemnify OMWD, its officers, employees and agents harmless for any and all fines, penalties, attorney's fees and damages resulting from CITY's failure to comply with permitting, reporting or other statutory or regulatory requirements which are the responsibility construction of the CITY. This provision shall survive Project and use of the Subject Property; i. The City will return the site upon termination of this Agreementagreement free and clear of all liens and encumbrances.