Termination for Convenience TIPS may, by written notice to Vendor, terminate this Agreement for convenience, in whole or in part, at any time by giving thirty (30) days’ written notice to Vendor of such termination, and specifying the effective date thereof.
Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
AGREEMENT The parties agree as follows:
Procedure If any action is brought against an Underwriter, a Selected Dealer or a Controlling Person in respect of which indemnity may be sought against the Company pursuant to Section 6.1, such Underwriter, such Selected Dealer or Controlling Person, as the case may be, shall promptly notify the Company in writing of the institution of such action and the Company shall assume the defense of such action, including the employment and fees of counsel (subject to the reasonable approval of such Underwriter or such Selected Dealer, as the case may be) and payment of actual expenses. Such Underwriter, such Selected Dealer or Controlling Person shall have the right to employ its or their own counsel in any such case, but the fees and expenses of such counsel shall be at the expense of such Underwriter, such Selected Dealer or Controlling Person unless (i) the employment of such counsel at the expense of the Company shall have been authorized in writing by the Company in connection with the defense of such action, or (ii) the Company shall not have employed counsel to have charge of the defense of such action, or (iii) such indemnified party or parties shall have reasonably concluded that there may be defenses available to it or them which are different from or additional to those available to the Company (in which case the Company shall not have the right to direct the defense of such action on behalf of the indemnified party or parties), in any of which events the reasonable fees and expenses of not more than one additional firm of attorneys selected by such Underwriter (in addition to local counsel), Selected Dealer and/or Controlling Person shall be borne by the Company. Notwithstanding anything to the contrary contained herein, if any Underwriter, Selected Dealer or Controlling Person shall assume the defense of such action as provided above, the Company shall have the right to approve the terms of any settlement of such action which approval shall not be unreasonably withheld.
Scope of Services The specific scope of work for each job shall be determined in advance and in writing between TIPS Member, Member’s design professionals and Vendor. It is permitted for the TIPS Member to provide a general scope description, but the awarded vendor should provide a written scope of work, and if applicable, according to the TIPS Member’s design Professional as part of the proposal. Once the scope of the job is agreed to, the TIPS Member will issue a PO and/or an Agreement or Contract with the Job Order Contract Proposal referenced or as an attachment along with bond and any other special provisions agreed by the TIPS Member. If special terms and conditions other than those covered within this solicitation and awarded Agreements are required, they will be attached to the PO and/or an Agreement or Contract and shall take precedence over those in this base TIPS Vendor Agreement.
GRIEVANCE PROCEDURE Section 1. Should any difference or dispute arise between the City and any employee or group of employees with respect to the interpretation or application of a specific and identified provision of this Agreement, it will be considered a grievance and must be resolved in accordance with the following procedure:
Step 1. If the Union, any employee or group of employees believes that she/he has a grievance (as defined in section one (1), she/he shall first cite in writing the specific contract clause violated and the relief requested. The grievance shall be reduced to writing and shall be signed by the aggrieved employee or employees and the bargaining unit representative. The written grievance shall be signed off on by the Department Head acknowledging receipt of the grievance. Any grievance not reduced to writing and submitted to the Department Head within twenty-one (21) calendar days of the event giving rise to the grievance, or within twenty-one (21) calendar days after the union or the affected employee(s) should have known of the event giving rise to the grievance, shall be considered abandoned. The Department Head shall hold a Step One hearing within twenty-one (21) calendar days of receipt of the grievance. If the Step One hearing is not held, the grievance shall be resolved in favor of the grievant or Union. The Department Head shall issue a written answer within twenty-one (21) calendar days after the Step One hearing. If no answer is given in the time limits set forth above, the grievance shall be resolved in favor of the grievant or the Union. This resolution shall set no precedence for future grievances. If the Union does not timely appeal a grievance, it shall be considered abandoned. If satisfactory disposition is not made by the Department Head, then within twenty-one (21) calendar days.
Step 2. The grievance shall be presented in person to the City Manager. The City Manager or his/her designee will sign the grievance acknowledging receipt of the grievance. The City Manager or his/her designee will hold a hearing within twenty-one (21) calendar days of receipt of the grievance. The City Manager or his/her designee will respond to the grievance in writing within twenty-one (21) calendar days after such meeting. This decision shall be signed by the City Manager or designee and be final and binding except for demotion, termination or suspension of an employee. A copy of the grievance answer will be supplied to the grievant or Union.
General Provisions This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.
Amendment This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.
Amendments This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.
Term of Agreement This Agreement becomes effective upon the date of the last signature below ("Effective Date") and shall remain in effect until the completion of all obligations of both Parties hereto, or five years from the Effective Date, whichever comes first.
