Compensation to Engineer A. City agrees to pay to Engineer for all services outlined in Section III, a base design fee in an amount not to exceed $254,160.00. The following services are not included in this base fee:
Obligation to Defend; Notice; Cooperation Whenever a claim arises for indemnification under this Section (the “Claim”), the relevant Indemnitee, as appropriate, will promptly notify the Indemnifying party and request the Indemnifying Party to defend the same. Failure to so notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that the Indemnifying Party might have, except to the extent that such failure prejudices the Indemnifying Party's rights or ability to defend such Claim. The Indemnifying Party will have the right to defend against such Claim in which event the Indemnifying Party will give written notice to the Indemnitee of acceptance of the defense of such Claim and the identity of counsel selected by the Indemnifying Party. Except as set forth below, such notice to the relevant Indemnitee will give the Indemnifying Party full authority to defend, adjust, compromise, or settle such Claim with respect to which such notice has been given, except to the extent that any compromise or settlement might prejudice the Intellectual Property Rights or other rights of the relevant Indemnities. The Indemnifying Party will consult with the relevant Indemnitee prior to any compromise or settlement that would affect the Intellectual Property Rights or other rights of any Indemnitee, and the relevant Indemnitee will have the right to refuse such compromise or settlement and, at such Indemnitee’s sole cost, to take over defense of such Claim. Provided, however, that in such event the Indemnifying Party will not be responsible for, nor will it be obligated to indemnify the relevant Indemnitee against any damages, costs, expenses, or liabilities, including without limitation, attorneys’ fees, in excess of such refused compromise or settlement. With respect to any defense accepted by the Indemnifying Party, the relevant Indemnitee will be entitled to participate with the Indemnifying Party in such defense if the Claim requests equitable relief or other relief (other than monetary damages) that could affect the rights of the Indemnitee and also will be entitled to employ separate counsel for such defense at such Indemnitee's expense. In the event the Indemnifying Party does not accept the defense of any indemnified Claim as provided above, the relevant Indemnitee will have the right to employ counsel for such defense at the expense of the Indemnifying Party, and the Indemnifying Party shall be liable for all costs associated with Indemnitee’s defense of such Claim including court costs, and any settlement or damages awarded a third party. Each Party agrees to cooperate and to cause its employees and agents to cooperate with the other Party in the defense of any such Claim.
Scope of Application to Parties The Participating Generator and CAISO acknowledge that all Generators, except those specified in Section 2.2.1 of this Agreement, wishing to submit Bids to the CAISO through a Scheduling Coordinator must sign this Agreement in accordance with Section 4.6 of the CAISO Tariff.
Opinion of Counsel for Company At Closing Time, the Representative shall have received the favorable opinion, dated as of Closing Time, of Xxxxxx, Xxxxx & Xxxxxxx LLP, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit A hereto and to such further effect as counsel to the Underwriters may reasonably request.
Notification to Employees The Employer will inform new, transferred, promoted, or demoted employees in writing prior to appointment into positions included in the bargaining unit(s) of the Union’s exclusive representation status. Upon appointment to a bargaining unit position, the Employer will furnish the employees with membership materials provided by the Union. The Employer will inform employees in writing if they are subsequently appointed to a position that is not in a bargaining unit.
RECOMMENDATION OF LEGAL AND TAX COUNSEL By signing this document, Xxxxx acknowledges that Xxxxxx has 210 advised that this document has important legal consequences and has recommended consultation with legal and tax or other counsel 211 before signing this Buyer Listing Contract.
Responsibilities of Counsel Class Counsel and Defense Counsel are jointly responsible for expeditiously finalizing and filing the Motion for Preliminary Approval no later than 30 days after the full execution of this Agreement; obtaining a prompt hearing date for the Motion for Preliminary Approval; and for appearing in Court to advocate in favor of the Motion for Preliminary Approval. Class Counsel is responsible for delivering the Court’s Preliminary Approval to the Administrator.
Counseling Services People choose to participate in counseling for a variety of reasons. For most, the purpose of counseling is to generally improve one’s overall quality of life by addressing issues of concern, such as anxiety, depression, marital difficulties, addiction, or grief. Individual experiences in counseling can be different, depending on factors such as the personalities of the client and therapist, the mode of counseling techniques that the therapist utilizes, the issue(s) being addressed, and the amount of effort that the client puts forth. Your initial sessions with Encourage Counseling Services will involve an evaluation of your needs. By the end of the evaluation, your therapist will be able to offer you some first impressions of what your work will include and a treatment plan to follow, if you decide to continue with therapy. You should evaluate this information along with your own opinions of whether you feel comfortable working with us. Therapy involves a commitment of time, money, and energy, so you should be very careful about the therapist you select. If you have questions about our procedures, you should discuss them with your therapist whenever they arise. If you wish, we will willingly provide you with referrals to other mental health professionals for a second opinion, as you always have the right to choose to continue to receive counseling services from us or to ask to be referred to someone else. Following the assessment period, which is typically one to two sessions, one 50-minute session will be scheduled per week. Sessions will occur at a time you and your therapist agree upon, although sessions may be scheduled more or less frequently according to your needs. It is important to note that if you are late to your appointment, your session will still end at the originally scheduled time. It should be noted that therapy can have benefits, as well as potential risks. Since therapy oftentimes involves discussing difficult aspects of your life, you may experience uncomfortable feelings such as sadness, guilt, anger, frustration, loneliness, and helplessness. Making changes in your beliefs or behaviors can be anxiety provoking, and can be disruptive to your current relationships. However, therapy has also been shown to have many benefits. For example, therapy often leads to better relationships, solutions to specific problems, and significant reductions in feelings of distress. Of course, every individual’s experience is different and there are no guarantees of what you will experience. It is important that you carefully consider whether these risks are worth the benefits to you of changing. Most people who take these risks find that therapy is helpful. Finally, the therapeutic relationship is ended after the last scheduled appointment, or when so stated by you or your therapist. As the client, you typically will be the one who decides when therapy will end, which usually occurs once you and your therapist agree that you have met your treatment goals. However, there are a few exceptions. One such exception is if your therapist does not believe that he/she is professionally able to meet your needs. This could possibly be because your therapist does not believe that he/she holds the proper training and skills to help you, due to the type of presenting problem that you have. In such a situation your therapist will refer you to another therapist who may be able to meet your counseling needs.
Engineer Responsibilities No subcontract relieves the Engineer of any responsibilities under this contract.
Certification Regarding Entire TIPS Agreement for Part 1 and Part 2 Contracts 5 This is a two part solicitation. Part 1 is solicited for TIPS sales that are not considered a "public work" construction project. Part 1 permits the sale of goods and non-construction/non-"public work" services such as maintenance and minor repairs. Part 2 Job Order Contract (JOC) is solicited for projects considered by your TIPS Member Customers to be a "public work" construction project. The determination of whether or not a TIPS sale amounts to a "public work" construction project requiring a Part 2 JOC contract is made by the TIPS Member Customer at the time of each TIPS sale. Thus, Vendors are encouraged to respond to both Parts 1 and 2 in case your TIPS Member Customers require that a sale be made under one Part or the other. However, responding to both Parts is not required. If Vendor responds and is awarded to both Parts, Vendor will have one contract for Part 1 and a separate contract for Part 2.
